There Are No Happy Endings
by MisTaJaY
Summary: Eight years after the original series, the Tennysons go on their final Summer trip. The events of Alien Force and beyond will not be in this story, but some elements will be used.
1. Chapter 1

May 31, 2016

Bellwood Hotel; 12:30 pm

"Ben Tennyson!" The voice rang out in the auditorium followed by cheering. With a pep in his step and a nervous smile, the young adult climbed onto the stage and stared into the vast crowd. In his years of fighting criminals, monsters, and aliens, Ben had received cheers and applause from all over the country, but today was different. Benjamin Kirby Tennyson has just graduated high school.

* * *

After the ceremony, Ben sat backstage looking over his newly earned diploma. Education has never been his top priority, but even he felt a hint of pride at the accomplishment.

"Easy there, you're starting to drool." Hovering over him was his girlfriend of two years, Julie Yamamoto. "Can't believe we're graduates."

"I know." Ben said reminiscing "It feels like just yesterday I was ten years old going cross country with my grandpa." Julie stiffened a little at the mention of the annual trip but did her best not to show it.

"Your grandpa is gonna pick you up soon isn't he?" She asked a little more anxious than she intended. "This is the last trip you two are having now that you've graduated. When you get back you said you were going to become a plumber right?"

Getting up from his seat Ben looked towards the crowds of students exiting the building. "That's the plan at least. I know plumbing isn't the most exciting job in the world, but at least it pays well."

"Well, it better be. With all those weekend trips you and your grandpa go on I'm surprised you haven't started working on your own."

"I'm still only apprenticing," Ben said not to keen on the subject, "I promise that when I get back I'll start bringing in the big bucks." Walking side by side they exited the hotel and were met with a huge bear hug from Ben's mother.

"Oh look at you, my baby boy's graduated."

"Mom! You're embarrassing me!" Sandra Tennyson continued to smother the young man ignoring his pleas.

"Come on honey, give the boy some room to breathe." Ben's father said while prying his wife away. "Congratulations Ben and congratulations are in order for you too Julie." After finally letting go, Sanda walked over and gave the young woman a much gentler hug.

"I heard you're going to college on a tennis scholarship. Now if only Ben would even consider higher education instead of-" Sandra was cut off by the horn of a familiar RV.

"That must be a grandpa." Ben gave his parents a quick hug and Julie a quick kiss before running off. "I'll see you soon!" His parents waved him off and Julie made the motion of "call me" before Ben disappeared into the rust bucket.

Taking in the sight of his home away from home, Ben couldn't wait to get on the road for another Tennyson road trip. That was until he saw a particular redhead sitting the booth next to him. "What are YOU doing here? What is SHE doing here!?"

"Oh boy, "Max sighed, "here we go again."


	2. Chapter 2

May 31, 2016

Rust Bucket; 1:17 pm

"Grandpa, please," Ben pleaded, "tell me you didn't."

"I know that these last few years have been… rough… to say the least. But between your heroing and Gwen going off to college..." Max never let his age stop him from doing what he loves, but at that moment it started to show. "Look, I don't even remember the last time the three of us were even in the same room together. Please, let this old man spoil his grandkids one last time."

Gwen was the first to speak up. "I have my orientation from the 26th next month. You just have to deal with me 'til then. After that, the rest of the trip is all yours Ben."

"Ok," Ben sighed, "I'll play nice Grandpa."

"Thank you, Ben." His playful demeanor returned in spades. "Now I think hotel security is getting a little peeved that we're blocking traffic so let's get a move on shall we." Max said from the driver's seat. Ben looked over at his cousin who gave him a tense smile.

"I'm going to change!" Ben yelled before storming off to the back of the RV.

"That went about as well as expected." Gwen slumped back into her seat instantly regretting her decision to come. But she looked over at her grandfather and saw how happy he was to be on the road with them again and that regret died down. If only a little. A month and a half; how bad could it be?

* * *

A few hours later, Max parked at their camping site and started setting up for the evening. He decided that going back to the same campgrounds from that first Summer would be the best way to start off their final trip. Ben had gone off on his own to try and clear his head when he stumbled upon a memorial. There stood a statue of Diamondhead with a plaque reading:

_On May 30, 2008, the campgrounds had been attacked by a giant robot. In the midst of the havoc, a crystal-like man appeared and defeated machine saving the lives of many. It is unclear where he had come from, but sightings of the hero known as "Diamondhead" had appeared all over the country and had continued to save citizens everywhere. This statue is placed to commemorate the hero's first triumph and all future endeavors._

Ben was too busy reading the plaque to notice the ranger walked up beside him. "I'm the one who begged the governor to place this statue here. Wasn't easy convincing him that we should have a statue of a giant crystal man, but after a few years he finally budged." Ben looked over at the man and recognized that he was the ranger he saved from Vilgax's attack. "We never got to thank him for saving us all back then so I hoped that someday he'd come back and see this and know how much we appreciate what he did back then."

"He does," Ben began. "I'm sure of it." The ranger's face lit up and he gave the young man a warm smile. "You know, I was there during the attack. I was here with my grandpa and cousin and it was insane. We'd never seen anything like that before."

"A lot of crazy stuff happened after that." The ranger said. "Monsters and aliens started appearing all over the country. Most people would think it's all crazy talk, but us." He put his hand on Ben's shoulder. "We know what's really out there." The ranger lifted Ben's arm to reveal the Omnitrix. With a nod, the ranger left a shocked Ben alone with himself. Looking from the watch on his wrist to the symbol on the statue's chest, Ben thought about his life up to this point. All the places he's been, the people he's saved, and the lives he'd changed just for being at the right place at the right time.

"It's a pretty good depiction of you." Ben looked over to see his cousin had walked up behind him causing his mood to sour. Noticing this, Gwen started to tense up. "You were gone awhile and grandpa was getting worried you'd set the forest on fire again." She joked. Ben, not in the mood for talking walked past her and started heading back to camp. As a kid, Gwen reveled in making her cousin angry. Fighting and screaming she could handle any day, but silence. She had no clue what to do in these situations. So she did the only thing she knew how to. "Look, I'm sorry." She cried causing Ben to stop in his tracks. "I know you wanted to have this trip be just you and Grandpa, but you're stuck with me. Can we at least try and be civil? For Grandpa."

There was a long silence before he gave her an angry look and turned back towards camp. "Whatever, Dweeb." Even with the malice in his voice. Gwen found comfort in the name he used to tease her with when they were kids. As far as she saw it, it meant progress.


	3. Chapter 3

June 1, 2016

Rust Bucket; 7:06 am

Gwen woke up feeling exhausted after a night of restless sleep. When they got back to camp, Ben had gone straight to bed leaving her and her grandfather eating their dinner in silence. Neither could find the will to speak up and even Max couldn't find his plate of smoked salamander appetizing. In the end, they opted to call it a night and hoped tomorrow would be better.

She spent most of the night staring at the bunk above her where Ben was sleeping soundly. When he was younger you could hear his snoring from a mile away, but all you could hear at that moment was the crickets and the AC struggling to keep a breeze. "Had he really changed that much?" She thought to herself. They were so close after the first Summer, almost inseparable even. Their insults carried no real malice and if one was in trouble you knew the other wasn't far behind. But things change. People have to grow up and face reality.

Gwen managed to get a couple of hours of sleep by the time the sun began to creep over the horizon. When she woke up and realized she wasn't going to be able to fall back asleep she got up and checked on her grandfather. Outside, Max had already started packing up for the road ahead.

"So what's on the agenda? Stopping through D.C. and fighting off giant animals?" Max smirked recalling their first trip.

"Not this time." He said handing her a couple folding chairs that had been left out overnight. "With the election coming up it's best we stay out of the capital."

"That's surprising, I figured you'd be encouraging us to look into the politics."

"Well when you spend decades cleaning up the mess from intergalactic politics, you realize just how insignificant a single country's election can really be."

"Don't you think it's a little early for an existential crisis, Grandpa?" Ben had asked coming out from the back room. He was still in his pajamas and his bed head was all over the place making Gwen more conscious of how her own appearance must have looked.

"Morning Ben. If you two want to get changed I'll start on breakfast." At the mention of Max's cooking, Gwen could feel her stomach drop.

"Thanks, but no thanks." He said as he reached into the fridge pulling out what he hoped were chicken eggs and bacon. "You've taught me a lot over the years, but I will NEVER understand how you can eat that slop." With Ben cooking and Grandpa Max cleaning, Gwen decided she'd go shower and get ready for the day ahead of her.

Of all the things that she missed from their trips, the shower was not one of them. The Rust Bucket's shower managed to stay just above freezing long enough for her to wake up a little and washed up. Ben had just finished cooking when she walked out of the bathroom. She sat across from her Grandfather and noticed he was eating something soupy and leathery. She could have sworn she saw an eye on his spoon before he happily ate it. She had no idea how she was going to survive this trip between Ben's hostility and Max's "gourmet" cooking. At that moment, a plate of sunny side up eggs and two strips of bacon were placed in front of her. She looked up to see ben sit down next to Max with his own plate of scrambled eggs and bacon.

"You liked your eggs sunny side up right?" Realizing he was asking her a legitimate question she quickly nodded before forking down her breakfast realizing that she hadn't eaten since leaving her house yesterday morning. Taking her frantic eating as a sign of approval he began eating his own breakfast. "So what's the plan? I figured we weren't going to redo our first trip."

"There's a summer festival in Chicago starting Friday. If you two don't mind we can stop in Pittsburg and then get there tomorrow so we have an extra day to look around." With neither teen refusing the suggestion they all finished their breakfast and got on the road. Ben started to gather up the dirty dishes before Gwen had stopped him.

"Let me do them." She said a little more forcefully then she meant. "I mean you made breakfast so I may as well clean up." Without saying a word he handed the plates and went to the back to get changed.

"You alright, pumpkin?" Max asked from the driver's seat.

"Yeah, I'm alright." She said not too convinced herself. "I just don't know what's going on with Ben. Yesterday he looked like he wanted to go Ripjaws and bite my head off."

"Try not to worry too much. He was probably just surprised is all." Max said trying to comfort her. It didn't work. "It's gonna be about a six-hour drive so try to get along. I'm sure he missed you too he just doesn't know how to show it." He said not entirely convince himself.

In the back room, Ben was on the phone with Julie. He had forgotten to call her like she had wanted, but thankfully she didn't sound like she was too upset about it.

"Don't worry about it, Ben." She said. "I know how you get when you're on these trips." Feeling a bit guilty he promised he'd call her more frequently, but like all the other's it was a mostly empty promise and they both knew it. "How's the trip so far anyway? With just the two of you, it's hard to imagine there's ever a dull moment." Ben hadn't told her that Gwen was also on the trip and he wasn't sure how to bring it up. He could tell that she'd become jealous at the mention of other girl's but she wouldn't stop him. She trusted that he wouldn't cheat on her and over the years he's shown that she was right to trust him. "Ben? You okay?"

"What? Oh yeah, I'm fine sorry." He hadn't realized he hadn't said anything after a few minutes of silence. "Sorry, I didn't sleep well last night. I'm gonna take a nap. I'll call you when we get to Pittsburg. I love you."

"Yeah," She sighed. "Love you too. Get some rest." Silence. Saying he was tired hadn't been a complete lie. In all honesty, he hadn't gotten a wink of sleep. All night he could hear Gwen rustling around below him. By the time she had finally fallen asleep her breathing only made him more conscious of her presence. He yawned feeling the exhaustion setting in.

"A quick nap wouldn't hurt."

* * *

**AN: So the first two chapters could have been a single one but I had uploaded the first one to test the waters and see if I really wanted to go through with this story. So far I've been super motivated to continue writing this and have had a couple of late nights writing and reworking this into what I hope will be a decent story. Thank you to everyone that has followed and left reviews I appreciate any feedback that can help improve my writing or even just knowing that you're enjoying the story so far. Don't expect a constant upload schedule but I'll try and not make them too far apart.**

**Hassan Elgarni1: Thank you for the compliment. This is the first time I've seriously written in years so I'm still finding a format I feel comfortable with.**


	4. Chapter 4

August 24, 2008

Rust Bucket; 2:15 pm

"Time to get up doofus!" Ben, shaken from his sleep, fell off the top bunk straight onto a pile of dirty clothes.

"What was that for!?" He screamed rubbing the back of his head.

"You've been sleeping all morning. If you don't finish packing soon we're leaving you behind." Today was the last day of their Summer trip and Ben was not ready to go back to normal life. Grandpa Max had sat them both down last night and gave them rules to follow.

1: Do not use the watch or magic unless it's an emergency

2: Do not do hero work unless it's an emergency

3: Do not do hero work alone

Max made sure to emphasize the third rule knowing full well Ben would break the first two given the chance. After a hefty lecture and some pestering from his cousin, he begrudgingly agreed. Satisfied, Max promised to take them to a nice lunch before dropping them off.

Ben had spent most of the night laying in bed thinking about how incredible his Summer had been and how in twenty-four hours he'd be boring old Ben Tennyson again. Having given up on finding any sleep that night he snuck out of the RV and transformed into XLR8 effectively breaking the first rule immediately. This may be the last time he gets to feel what it's like being an alien for who knows how long so he wanted to enjoy every second of it. Running with no particle destination in mind he let the wheels on his feet lead him down the road passing late-night drivers and roaming animals. He kept running even when the city was far behind him and continued into the woods, across a moderately sized lake, and up a large hill only stopping to admire the starry night sky. Back home he'd never get to see a view like this. Just a few weeks ago he was up there in those very stars fighting aliens and no one would ever know.

At that moment, the Omnitrix started to blink followed by a bright red flash leaving the small boy all alone laying in the grass. Back home he was usually alone whether it be by choice or for getting into fights and angering the other kids. He knew it was going to be hard going back to that after spending all Summer at the hip with his cousin. Even when they were fighting they were hardly ever alone for longer than a few hours. Not even Ben was dumb enough to not see that he considered her his best friend even if he'd never admit it to her face. "Don't need the dweeb to carry that over my head too." He thought to himself. "She must be so happy to finally go back to her perfect life. Would she even want to see me after all this is over?"

After some time the watch's signature green color returns and Ben rushes back to where the Rust Bucket was parked. After turning back into himself, he changed out of clothes feeling itchy from the grass and jumped up to his bunk to finally get some rest.

After being rudely woken up he glared up at his cousin contemplating if filling her bags with Stinkfly gunk would be worth the lecturing. Having done her duty she started to walk away. "Hey, Dweeb!" He shouted causing her to turn around giving him an annoyed look. "You don't have to come along when the hero stuff happens." He said it harsher than he intended, but if she was upset by it she didn't show it.

"Of course I'm coming along." She said with a smirk. "Somebody has to make sure you don't get yourself killed doing something stupid."

* * *

June 1, 2016

Pittsburg, PA; 2:15 pm

"It's time to get up, Ben." Feeling a sense of deja vu, the young man groggily got to his feet and looked over to the girl. "We just got into town. If you want to get changed we can wait for you outside."

"No, it's fine." He said followed by a yawn. "You guys go on ahead; I'll catch up." Gwen gave him a worried look before turning around to leave. Thinking about the past would always cause Ben to become emotional and that was the last thing he needed while Gwen was around. Grabbing a change of clothes he went to the bathroom to shower.

As an eighteenth birthday present, Azmuth gave Ben a new version of the Omnitrix. With a slimmer design and being much faster than the original, Ben's favorite feature was that he was actually able to take off the watch. He still remembers the awful smell from not washing his wrist. That's not even mentioning the tan line. His parents had been concerned for their son's mental health after he had refused to take off the watch for almost half his life. When he suddenly removed that oversized eyesore in favor of a smaller model, they didn't know what to think.

After his shower, and some mental preparation, Ben called Grandpa Max and headed out to meet up with them. He said they were at a nearby art museum. When he found the place he could see Gwen was outside talking on the phone.

"Everything's been good, Mom. You don't need to worry." In the background, she could hear her younger brother, Ken, asking to talk on the phone. Eventually, her mom gave in and let them talk.

"Hi, Gwen!" The buy screamed enthusiastically. "Dad said you were on a trip with Grandpa and Ben."

"That's right Kenny, but don't worry I'll be back before you know it."

"Is Ben being nice to you?" The question had caught her off gourd causing her to tense up.

"We've been alright… Why do you ask?"

"Ben hates me," Ken said matter of factly. "I don't want him being mean to you just because you're my big sister."

"Ben doesn't hate you." She said trying her hardest to sound confident. "If anything, I'm the one he doesn't like."

"What happened?"

"We had a... disagreement a long time ago." She said choosing her words carefully. "And you know how we Tennyson's are, stubborn to the end." Even when we know when we're wrong.

"You should say you're sorry. Then we can all be friends." Ken's mood could change at the drop of a hat and it always made her wonder if she had acted like that when she was his age.

"I'll try, Kenny. Maybe when I get back we could all get together. I'm sure Aunt Sandra and Uncle Carl would love to have you over." That seemed to be enough to satisfy him and soon he had hung up to go back to whatever he had been doing before their mother had called. She noticed Ben standing off to the side and felt guilt rise up inside her. "How long have you been standing there?"

"I just got here." He lied. "Where's Grandpa?"

"He said he was gonna go shopping for dinner." Knowing him it's going to be something uneditable." The thought of it caused both of their stomachs to turn. Ben figured Max had left without telling him so they'd be alone and hopefully get along. Feeling the awkward tension between them, they entered the Andy Warhol Museum and spent a good hour looking around before their stomach's demanded their attention.

"We should get something to eat," Ben suggested. "Grandpa's sense of taste has only gotten worse over the years. Last Summer he made turtle shell soup."

"That doesn't sound so bad." Gwen had soup out of a turtle shell before and it wasn't anywhere near their grandfather's standards of cooking.

"It doesn't until you realize the soup is made of broken turtle shells." That made Gwen gag a little. Neither had said another word the entire walk. Gwen thought back the conversation with her brother. She had wanted to talk about what had happened all those years ago but it felt too soon to bring it up. This was the first time they had been together in years and they had been relatively civil, aside from when they picked up Ben. Opening old wounds would only cause more problems that she wasn't ready to face just yet. "How does this sound?" They had stopped in front of a local pizza shop. Having not eaten since breakfast, the smell of greasy food sounded like the greatest thing in the world to the two teens.

The restaurant was a bit crowded given the time of day, but the line went by quickly. Ben got a meat lovers and Gwen got a Hawaiian. "Seriously?" Ben made a show of gagging as he teased her. "You must have gotten your 'refined' palette from Grandpa if you think pineapple goes on a pizza."

"It's better than that mound of meat you call a pizza." She retorted. "Can you even taste anything else behind that grease trap?" They continued trading insults as they ate laughing all the while.

After they finished eating they sat at their table letting their stomachs digest. "As much as I would love to eat pizza every day, I don't think my wallet could handle it." Ben said with a sad smile.

"We should probably stop by the store on the way to the Rust Bucket," Gwen suggested. "I think I heard Grandpa mention something about pig's brain and gravy before he left." Ben looked like he wanted to throw up just thinking about it and Gwen was sure she had a similar look.

"We better get going soon if we plan on surviving this Summer." The closest grocery store wasn't very far and the walk helped calm their stomachs. They settled on basics like eggs, bread, and hot dogs instead of elaborate meals. It wasn't the healthiest choices by far, but they were cheap which meant they could get a large amount to last them a while. The walk back was a peaceful quiet without the awkward tension from earlier. Gwen felt like they were finally starting to get along again. That was until a car sped by followed by a line of police cars.

_Rule #2 Do not do hero work unless it's an emergency._

A car chase wasn't enough to warrant going hero, but Ben had already thrown the grocery bag to the side reaching for the watch. "Ben!" But by the time she got his name out a flash of green had gone off and a blue blur was already off in the distance. "So much for rule number three." She sighed picking up the groceries off the ground. She continued her walk alone having to stop by the store again to buy new eggs.


	5. Chapter 5

September 13, 2008

Saito's School of Karate; 11:13 am

It's been about a month since Gwen had returned from her Summer trip. The first week had been more of an adjustment than she anticipated and even had trouble sleeping some nights. The following weeks she worked on getting into a routine. Weekdays she went to school and clubs; making sure to have all of her work done by the time her parents got home. Saturday mornings she had her karate class and afterward, she'd hang out with Ben and Grandpa Max if he was available. That left Sundays to herself so she could review and work on herself.

She was currently doing warm-ups waiting for her teacher to start class. Gwen found it odd that her Sensei was late since punctuality was something she admired about the man. She had been studying under him for a good two years and no matter how hard the lessons were it was never something she couldn't do. Mr. Saito prided himself in a hard, but fair course and anytime someone was injured he took full responsibility for it even when the student had been at fault. This mentality is what had earned the parents trust to leave their kids in his care. Even Gwen's mother, who abhorred violence, could see that there was more to his lessons than just how to fight.

When Mr. Saito finally arrived he carried a more serious tone than usual. "Good morning! I'd like everyone to pair off and practice sparring for now." Everyone started to split into pairs, but before Gwen could find a partner Mr. Saito called her. "Gwendolyn. Can I speak to you in my office?" Gwen tensed up unsure why he wanted to speak to her in private. With a simple, "Yes, Sensai" she followed him to his office.

Lining his shelves were trophies and pictures of competitions he had competed in when he was younger. On the back wall were a couple of framed degrees and certificates, one of which being his teacher's license. During the week, Mr. Saito was a middle school teacher and seeing his students struggle had led him to open his own karate school.

"What happened over the Summer?" The question had caught her off guard.

"I-I went on a road trip with my grandfather and cousin." There was silence for what felt like an eternity. She had been lucky to never be on her Sensei's bad side up to this point, but at that moment she felt how intense his presence could be.

"Last week, you sparred with Charles. After that fight, his mother pulled him from my class."

"I don't understand. Charlie loves karate, why would his mom do that Sensei?"

"You broke his nose and much worse, his spirit. Charles was my best student, that goes without saying. But you?" He looked her over trying to find something inside her that would answer the questions plaguing his head. "You're a fantastic student, Gwendolyn. But before you left for the Summer, you were nowhere near Charles' skill level." He wasn't trying to talk down to her, only state a fact, but Gwen could only see the disappointment that was on his face. "I've seen hundreds of different martial artists over the years with vastly different ways of fighting. Some train to master the techniques, some fight to harm their opponents. But when I watched you fight, I could tell you weren't fighting to win. You were fighting to survive."

Gwen felt like her entire world was pulled out from under her feet. If it wasn't for the fact she was sitting she would probably have collapsed onto the floor. Mr. Saito had let the words sink in before continuing his lecture, but he wasn't sure if he had the right words for her. "Karate is more than just about fighting, Gwendolyn." He started hoping it'd help her understand. "Though we treat it as a sport about who can get the most points and win. Karate is about control and in that control finding peace." The words had finally got her attention. "The biggest lesson I want all of my students to learn is control. You have the strength to take down a grown man without trouble, but it's whether or not you should. In a perfect world, we could solve any problem with a peaceful solution, but sometimes violence is inevitable. You know that first hand." He gave her a sad smile and it took everything she had to not breakdown and cry.

After Ben had got the watch it was fight after fight, bad guy after bad guy. It didn't take long for her to get over the fact that she was seriously hurting another person. They were heroes, and that's what heroes did. They beat the bad guys and saved the day. Why would she care if a bank robber or a crazy scientist end up with a broken bone or two? It didn't matter because she couldn't tell anyone what had happened. Any guilt she had would stay a secret.

"I hate to do this, Gwendolyn, but you've left me with no choice." His words drew her out of her head which only caused her to become even more anxious. "You're suspended from my class for the next two weeks." He held up his hand to stop her before she could protest. "I've already talked to your parents and have asked them to refrain from mentioning the issue until I had spoken with you." She couldn't believe what was happening. Four months ago, she had never gotten in trouble with her teachers and was the example of a perfect student. Now she was being escorted outside by her sensei as her entire class watched. Her mother was already waiting for her in the parking lot. "Take this time to focus on control, Gwendolyn. If you still are passionate about karate when you return, I have an open position for November's tournament." She looked up at him confused. Did he spend all that time lecturing her just to offer her a spot in an upcoming competition? "As I told you, you're a fantastic student. And now that my top student will no longer be running, I would appreciate it if you could take his place." The disappointment from earlier was no longer there. In its place was pride.

"I won't let you down again, Sensei!"

* * *

The drive home had been a quiet one. The fire that gave her the confidence to make her sensei proud was extinguished. The only sound that could be heard was the cheerful hum of Natalie Tennyson. Gwen could tell that her mother was all too pleased with the turn of events. If she had to guess, her mother was waiting until they got home before she dropped the bomb that she would not be returning to karate in the coming weeks.

The smirk on her face hadn't wavered the rest of the car ride. It wasn't until they pulled into the garage that the silence had finally broken. "Oh, do we have a surprise for you." And at that moment her smile finally faltered. She opened the garage door and found a surprise of her own.

"Finally! I thought I was gonna hit puberty by the time you got here." The boy shouted from the kitchen.

Natalie tried to compose herself. "Ben, what are you doing here?"

"Uncle Frank picked me up." And as if on cue, Frank appeared from behind the corner. "He said Gwen's class ended early."

"Well, I figured Gwen would like to spend time with her cousin after her day." Frank went over and patted his daughter's shoulder. "Why don't you head on up and get changed." She was hesitant at first but decided not to argue.

"Ben, sweety, why don't you go wait upstairs with your cousin. I need to talk to your uncle for a moment." Call it hero's intuition, but Ben could sense a fight was coming and this was one he didn't want to get in between. Once they knew the kids were out of earshot did Natalie's composter finally break. "We talked about this, Frank!"

"I know, but taking away karate isn't going to solve the problem." He was always soft on his daughter and that was no secret. "All I'm saying is that if you take away her passion then she's just going to rebel."

"Don't be ridiculous. These violent outbursts, the attitude, staying up all night, if karate isn't the issue then it's that loose cannon she spent all Summer with." Natalie loved her nephew, but sometimes she couldn't stand how he had been raised. "This never would have happened if she didn't go on that trip with Max."

"What's done is done," Frank said trying to remain calm given the situation. "I think it was good for her, Lili. That time on the road helped her find her own identity. She'll be eleven soon and before you know it she'll be a teenager sneaking off to parties. You can't deny we did some wild stuff when we were younger."

The thought of the past made her smile a little but also caused her to become embarrassed and disappointed in herself. "Fine, if ending the classes isn't the answer then what do you suggest?" She finally calmed down enough to think rationally. When she had received the call from Mr. Saito, she was ready to pull Gwen from the classes and enroll her in ballet just like she had planned a year and a half ago.

"We should listen to Mr, Saito's advice. He's been working with kids for years and if he thinks two weeks is long enough to help Gwen get back on track then let's trust him." Natalie remained skeptical at the idea. "If she's still acting out after that then you can pull her out and send her to whatever ballet class you want." That was enough to get her on board, but she remained confident in her decision that karate was not for Gwen.

Upstairs, Ben was busy telling a story about how he stopped a couple of bullies. "And then Cash started running at me so flipped him onto the table and punched him in his dumb face!"

"Isn't he like twice your size, short stack?" Gwen said not believing a word her doofus of a cousin had been saying. "Anyways don't you feel bad beating up the bag guys?" The realization from earlier was still hurting and she was wondering if Mr hero-complex felt any remorse for the damage he's done.

"Where's this coming from?" He asked, but the look on Gwen's face said that this was a serious question. "Sometimes." She was surprised to say the lease, but the guilt was stronger now.

"I was suspended from karate for not having enough control…" She wasn't sure why she was confiding in her cousin, but she needed advice and their grandpa wasn't there to answer.

"Ms. control-freak is having issues keeping control? Now that's a first." Ben didn't see how his remark had hurt her, but he knew he had to do something to help. "If you need to practice keeping control then why not use magic?"

"That's not how magic works, Doofus!" She was beginning to regret even considering Ben would help. She got up to go shower in hopes it would help her relax. Before she reached the door, Ben had grabbed her wrist.

"That's not what I meant," he said wishing he was smart enough to know the words that would solve all her problems. "Isn't magic all about control? Work on mastering some new spells or meditate with you mana stuff."

"But rule number 1 says not to use magic. Unlike you, I'm not gonna go behind grandpa's back like that." She had been avoiding even looking through Charmcaster's journal since they got back. She would love to flip through every page and dive into the world of magic just as she used to do with science, but rules were rules.

"He said not to unless it was an emergency. If doing a couple of spells is enough to get your life back together then I don't think he'd mind." Their moment had been cut off by the bedroom door opening. Realizing how close they were, they jumped apart and Gwen ran to the bathroom to take her shower.

Frank looked at the blushing boy by himself and eyed him curiously. "She's had a rough day, Ben." Ben nodded acknowledging that maybe he overstepped his bounds. "Why don't we give her some space. When she gets out we'll all go for some burger's and milkshakes." The two walked down the stairs talking about their lunch plans.

Meanwhile, Gwen was slouched up against the door thinking about what Ben had said. In a way, karate had helped prepare her to be a sorceress so it should be simple enough to go the same in reverse. "Maybe he's not such a doofus after all."

* * *

**AN: So I hope this was a good start to explain how they got to where they are now. I prefer the relationship Ben and Gwen had when they were younger but I felt like I couldn't make anything that hadn't already been done so I went with an after story type of story. I'm gonna try and do past and present chapters back to back but if they're too short then I'll just combine them like I did in the last chapter. I'm also trying to make longer chapters at a time until I hit a point where I feel like I found the format I like.**


	6. Chapter 6

June 2, 2016

Chicago, IL; 5:18 pm

"I can't believe we're still talking about this!" Ben screamed as he stormed off the Rust Bucket.

"We're not done here, Ben!" Max screamed following after him. "There was no reason to get involved."

"No reason? There was a car chase and I stepped in to help."

"It was a dumb kid trying to outrun a speeding ticket! That's not what the most dangerous weapon in the universe was meant for." The two have been arguing off and on since they left Pittsburgh. At first, Gwen felt bad for telling their Grandpa what had happened, but now she's just fed up with all the screaming.

"Can you both just calm down?" Gwen said from the Rust Bucket. "Where are we anyway?" Max had parked the RV in a parking garage and, aside from the occasional arguments, hadn't told either of them what he had planned for Chicago.

"Well, the festival is going all weekend so I splurged a little and got us a hotel." Max started to walk off in the direction of what she presumed was the hotel. "Get your bags ready, I'll be back with the room keys."

Happy to have silence once again, Gwen went back into the Rust Bucket to get her things. It wouldn't even be a full minute before Ben started complaining. "Something's wrong with Grandpa." Not wanting to start another argument she kept her mouth shut. "Look all I'm saying is that he doesn't get this upset over a little hero work. Something's bothering him." And with that, they continued to pack in silence.

It didn't take long for Max to get back. He handed each of them a room key. "Since you're adults now, I got you both your own rooms. I'll be sleeping in the Rust Bucket so go ahead and head up and drop off your bags. When you get back we can head out to dinner."

Their rooms were on the fourth floor and had a door connecting them. They had a view of the river and could even see where the festival would be taking place the next day. Aside from that, it was, for the most part, a pretty normal room. While Gwen was setting her bags aside, Ben had let himself in.

"Look, I'm telling you that there's something going on," Ben said ignoring her annoyed expressions. "I'm gonna call him out on it at dinner. If we both ask what's going on then maybe he'll give a little."

"Or, just maybe, he doesn't appreciate you running off on your own." Gwen's composure had started to waver and she knew that she wouldn't be able to handle much more of this. "Would it kill you to just admit you're wrong so we can enjoy a nice dinner." After dropping off her bags she started heading back down with Ben not far behind. The elevator ride down was a quiet one which Gwen appreciated and had only hoped it would last the rest of the day.

When they got back to the Rust Bucket, Max was struggling to look for something on his phone. "So there are a couple of restaurants nearby. There's Italian down the street but I just found a Thai place that has a special on grasshopper medley." Max said with a huge grin on his face.

"ITALIAN!" The cousins screamed in unison causing their grandpa to just shrug before getting into the driver's seat. The drive wasn't any longer than ten minutes and the restaurant itself wasn't very packed given that it was dinner time. After being seated, Ben didn't hesitate to start the interrogation. "Grandpa, you seem really irritated lately. Is everything alright?"

"I just want to have a peaceful vacation with my grandchildren. Is that too much to ask?" Max looked like the arguing had been wearing him down.

"Is that why you want me to ignore if there's any trouble?"

"I never said not to help people, just you don't have to get involved if you don't need to."

"But sometimes we don't know what I need to get involved in until it's too late!"

By this point, Max was starting to lose his temper. "Do you want to know what's bothering me? The fact that you're an adult now and you still act like the ten-year-old boy who found an alien watch in the woods!"

"I'm fresh out of high school, Grandpa!" Ben screamed. "And even then I've helped so many people how is this any different!?"

"Keep your voices down!" Gwen said just above a whisper. The other patrons were starting to get annoyed and look over in their direction.

"I've done nothing but support you all these years and this is what I get? A whiny kid thinking he can do whatever he wants? It's time you grow up, Ben."

"Hey! Don't think I need the watch to kick your sorry ass!"

"That's enough!" By this point, the two were in each other's faces and Gwen was sick of it. "What is wrong with you two!? We've been on the road for three days and you two are ready to rip each other's throats out! Is this what I've been missing for the last six years!?"

"Gwen we just-" Max started.

"Save it!" She yelled. "I should never have agreed to come along." Gwen grabbed her things and walked out of the restaurant feeling mortified.

It was a week ago when her father brought up the trip. Max wanted her to come along on the trip and sent Frank on his behalf. She knew that this would be the last time she would get to spend time with her grandfather before she left for college and had agreed to make him happy. In all honesty, though, she was excited to be on the road again. She missed the independence and privacy that being at home couldn't provide. After tonight though, she couldn't wait to go off to college and be done with them all.

Gwen continued to walk through the city with no clear destination in mind. Even as she passed their hotel, she walked in hopes to find some peace and quiet in the big city. Eventually, she found herself in a park by the harbor. There weren't many people around and that allowed her to finally get some time to herself.

The sun was hidden behind the large buildings. Soon it would be night, but Gwen still had no desire to go back. She knew that things wouldn't be the same, but she would never have guessed it was this bad. The thought that her Ben would pick a fight with their grandfather was insane. She was starting to think that they were on the path to Ben becoming Ben 10k. If that were the case, would her future self come to fix the timeline or has she changed herself to the point where that is no longer possible?

The sun had fully set and there was hardly anyone left in the park at this point. With her rage subsided, all that remained was a sense of melancholy as she made her way back to the hotel. The walk itself wasn't very long and before she knew it she was taking an elevator to the fourth floor. She didn't know what she was going to do when she saw Ben and Grandpa Max. They must be upset that she stormed off on them like that, but it was their fault. Why did they have to fight like that? None of this was making sense.

When she got back into her hotel room, she went to her bags to get ready for a nice warm bath. She could hear clatter coming from the jointed room and mumbling, but tried to ignore it. She was almost fully undressed when she heard Ben's voice on the other side of the bathroom door.

"Gwen?" He asked timidly. "Can we talk?" After grabbing a towel to cover the exposed flesh, she stuck her head out so he could at least speak to her face. The realization that she was almost naked hit him but chose to ignore it. "After you stormed out on dinner, Grandpa and I talked it out and…" Ben was fumbling to find the right words in fear that she'd just slam the door in his face. "We're sorry… I'm sorry."

They both stood there in silence before Gwen spoke up. "I'm sorry for storming out like that." It wasn't much, but it was enough for them. She went to close the door, but Ben had stopped her.

"Wait, hold on!" Ben shouted holding the door open. He didn't know what caused him to rush over like that. Maybe the door closing would also close off any chance he had of fixing this mess. Whether it was his hero instincts or something else, he found a half-naked Gwen shaking in her white towel on the other side. This is the closest they've been since they were kids and they both knew it. The feeling of regret was creeping up his back, but this was a do or die moment so he turned around and quickly asked, "Do you want to get some dinner together!?" It came out more frantic and sounded almost like a demand than a question, but he kept going. "We didn't get to eat dinner so Grandpa said we should get dinner for ourselves." He kept rambling just to keep the awkward silence at bay.

After a few seconds, Gwen slammed the door and Ben slumped back against the door in defeat. He was about to get up to go back to his room when he heard Gwen softly say, "Okay." and he stopped to look back at the door to make sure he heard her correctly. "Just let me finish my bath please…"

"O-of course! Just knock on my door when you're ready." A smile found it's way on the young man's face as he went back to his room to call his grandfather. After Gwen had stormed out earlier, Ben and Max had talked it out and apologized for the way they were acting. Ben said he'd try to be more conscious of his actions and Max said he wouldn't be as hard on him when it came to the small stuff. Max gave the waiter a generous tip for the trouble they caused and then they went searching for Gwen.

After an hour or so they couldn't find her and Max sent Ben back to the hotel in hopes she'd come back while Max continued to search the city. Ben knew that going XLR8 would make the search easier, but in the back of his head, he knew that she'd come back on her own and that she just needed some time to herself. Max thought the same thing so when Ben said she was back he suggested they go to dinner without him. He was mostly to blame for what happened and chose to give them both some space for the rest of the night.

After getting off the phone with his grandpa, Ben sat on his bed and thought about what had happened the last few days. He knew that he was letting his emotions dictate his actions. Ever since he met Julie he had been getting better at keeping them under control, but seeing Gwen back in the Rust Bucket caused a riot in him. He was angry at her and that made him angry with himself. After what happened at the restaurant, this was his only chance to make things right.

A knock at the door brought him out of his thoughts. Quickly grabbing his things, he went into the hallway with Gwen. When he saw her, he was taken aback. She was wearing a white blouse that exposed her shoulders that went well with her skirt and black leggings. "You look great," Ben said without realizing.

"Don't make this weird." Gwen retorted before turning for the elevators. She was still upset with them both and dinner wasn't enough to make up for the way they have been acting. One minute she's dead in Ben's eyes and the next he's cooking her food and taking her on dates. Except this wasn't a date. This is just two cousins going out to dinner. Together. And her nicer clothes had happened to be at the top of her bag when she got out of the bath. "Don't make this weird…"

* * *

**AN: This was the hardest chapter to write so far. I had major writer's block and I'm still not satisfied with how this chapter has gone but I really just want to move past this. Hopefully the bit of fluff at the end makes up for the lack of content.**


	7. Chapter 7

September 20, 2008

Gwen's House; 8:00 am

Gwen rolled onto her side and stared at the blaring alarm clock. Usually, she'd turn it off and rush to get ready for her day, but today was different. She turned off the alarm and crawled deeper into her blankets. Today was the first day of her suspension from Karate and, unlike the rest of the week, she had nothing to distract her. She couldn't sleep last night because that was all that was on her mind. Now that the time has come she couldn't even bring herself to get up and take a shower.

A knock at the door caught her attention. "Gwen, it's time to get up." Not waiting for a response, she opened the door and scowled at the lump in the bed. "Just because you have the day off doesn't mean you get to slack off."

Gwen poked her head out to look at her mother before doing as she was told. She slowly made the bed then dragged herself to the bathroom to shower. A quick look in the mirror revealed the circles under her eyes from lack of sleep and stress. Thankfully the doofus wouldn't be up for another four hours so she had time before the teasing began. Throwing her pajamas aside she stepped into the shower and let the hot water rinse over her. If it wasn't for her mother yelling at her for wasting water, she'd probably sit in there until the water went cold.

Eventually, she finished her shower and threw some clothes on. Four months ago she'd have kicked her own butt for the way she was acting. A week ago she'd do it without feeling bad about it. She couldn't figure out what had changed in her to cause all of this. Unable to figure it out, she went downstairs to eat breakfast.

Her father was at the table reading the newspaper and talking politics. "The debates start next week and I'm telling you, Obama is going to bring great things."

"I'm not disagreeing with you, Frank," Natalie said placing the plate of eggs and bacon in front of him. "I'm just saying politics should wait till after breakfast." Placing a second plate on the table she motions Gwen to sit down.

Frank put down the paper and started to dig into his food. "Hey, there sleeping beauty. Didn't sleep too well?"

"Not really…" Gwen started to pick at her food, but couldn't find the will to eat.

"Sit up straight young lady." Her mother demanded. "I'm no chef, but I guarantee it tastes better than whatever you're grandfather was feeding you." Neither of her parents could cook to save their lives, but her mother tries to cook all the meals because good families sit at the table and eat home-cooked meals together. Of course, when the dinner occasionally gets too burnt to be editable, going out to a nice restaurant is always a viable option.

Frank got up and placed his empty plate in the sink and gave his wife and daughter a kiss. "Sorry I have to leave my two favorite girls, but I have to get to the office. A client is demanding we meet now instead of waiting until Monday."

"I need to head out to do some errands anyway." Natalie places her own empty plate in the sink as well and heads towards the garage. "Gwen, can you do the dishes when you're done? I'll be back in a few hours."

And with that she was alone. It wasn't the first time her parents had left her to fend for herself, but it just made her more aware of the fact she didn't have anything to do. She dumped the rest of her breakfast into the trash and washed the little dishes there were before returning to her bedroom.

It was just passed nine at this point and she needed to work on control, but she had no idea where to start. She tried to do a couple of warm-ups to psych herself up, but all it did was make her feel ridiculous. Why was this so hard!? She looked to her nightstand and was tempted to look through the spellbook like Ben had suggested, but that would be breaking the first rule her Grandpa had set for her and she was above breaking the rules. Instead, she worked on her stances, her punches, her kicks, anything, and everything just to keep herself busy. Nothing seemed to help.

"How am I suppose to improve if I'm not told how to do it!?" She screamed into the empty room. Another hour had passed and she was bored and tired from the repeated movements. In the past, she'd practice the moves until she couldn't move and she'd do it again just to push herself to perfection. That's the only way she could master it. Even the newer techniques she had been working on felt fruitless under the circumstances. She had no motivation other than to make her Sensei proud, but even then it wasn't enough to get her to her feet. She kept finding her eyes wondering to the nightstand.

"Ben, you better be right about this…" She opened the drawer and pulled out the pocket-sized spellbook. She spent every day looking through it and whenever she found a spell she wanted to try, Max would find them a secluded spot so she could practice in peace. Thinking back on it, she wouldn't have the privacy to practice and even then it would be even harder to hide the aftermath of the spells. Even the ones that didn't cause any do much could still cause some damage if backfired. Flipping through the pages she settled on a simple spell she knew very well. Putting her dominant hand forward she called out the incantation and a blue disc manifested in front of her. She was about to step onto it when it started to flicker and dissipate.

"Nonononono!" She tried the spell a few more times. Each more ineffective than the last. "This can't be happening!" She flipped through and searched for another simple spell. This one should produce a bright light, but after speaking the incantation the blue light was dim and soon fizzled out. Panicking, she ran downstairs and into her backyard. Hopping over the small fence, she ran into the forest behind her house until she found a small clearing. In a last-ditch effort, she called her mana in front of her to create a sphere before launching across the clearing. The bolt of energy made it halfway before fading into nothing. Stepping closer, she tried again and again until she was directly in front of the tree. Placing her hand onto the tree, she called her mana to her hand and put as much pressure into the tree as she could. Removing her mand she saw that she only singed the bark of the tree.

Gwen had her head buried in her knees and if you didn't know better you'd think she was crying. If the doofus was there he'd probably call her a cry baby with how pitiful she looked. She probably would do the same if she could see herself now. She was starting to realize the gravity of the situation. Not only had she lost control in karate, but she also can't control her magic anymore. When it comes time to go hero, she'll just be holding Ben back. She's become a liability. The thought was enough to cause her to tear up a little but she refused to cry.

Setting the spellbook in front of her, she got into a cross leg position and did her best to mimic the stereotypical meditation pose. She closed her eyes and started by focusing on her breathing and pushed aside all the other noises. Internally, she could feel something moving inside her. It was a warm, familiar feeling that built up in her chest and spread throughout the rest of her body. Focusing on that feeling she felt it spread across every inch of her body almost as if it was a second layer of skin. At that moment, there was nothing but her and the trees.

Reopening her eyes, everything seemed slower and she felt more focused than ever before. She performed a variety of techniques and stances ending with a sharp punch only centimeters away from impacting the burn handprint she left in the tree earlier. Calling the mana to her hand once again she fist to the tree and created a large hole in the trunk. With a smirk, she tried to call up the blue sphere again but was unable to call forth the mana. It seemed that in her current state she was unable to do any of her other spells. Even though she should feel frustrated, she was content with her new discovery and considered it progress. If she continued to work on this new technique, she may be able to return to karate without issue.

"GWEN!" A scream from the distance brought her back to reality. Running back to the house she found her mother panicking in the backyard. "Gwen! Where did you go!?"

"I went into the woods to meditate," Gwen said nervously. "I wasn't able to concentrate out here."

"Well, you must have been in a hurry to leave the back door wide open." Behind her mother was her Aunt Sandra. "I'm not sure who was more worried; Ben or your mother." Looking past them both, she could see her cousin blushing with his hand on the watch. Only when she stepped completely in did he finally remove his hand.

"Why on Earth would you go meditating in the woods?" Her mother asked bewildered.

"It was my idea!" Ben yelled. "She said she was having trouble at her karate class and I thought that if meditating helps monks in kung-fu movies it might work for her too." That doofus thought a movie trope could solve her problem!?

"Well if meditation doesn't work you could always join my yoga class." Aunt Sandra chirped. "It's super relaxing and between gymnastics and karate, I'm sure you could do all the harder positions down no problem!"

Gwen and her mother shared a skeptical look while Ben cowered in embarrassment. It was bad enough that he'd walked in on his mother while she practiced at home, but the idea of the dweeb in those poses made his chest feel weird.

"I think she'll be just fine, Sandra," Natalie said while leading her to the front door. "Anyways I think the kids would like to go play now so why don't you go off and enjoy some alone time and I'll drop Ben off this evening." At first, Natalie didn't like having her nephew spending so much time at their home. After a few weeks, she started to get used to it and even bought extra ingredients since he usually stayed for dinner.

"Alright alright, I get it," Sandra said while throwing up her hands in defeat. "Oh and Lili you really need to get on Facebook. I'm telling you it's the next big thing."

"I really don't see the point. You forced me to get a Myspace account and I'm never on there, why bother jumping to this new fad?"

"Don't come crying to me when all your friends are posting on Facebook and you're the only one out of the loop." Sandra waved to the kids one last time before making her leave. Once the door was closed the two cousins ran up the stairs to the bedroom.

Gwen was about to ask about Ben's bully situation when he spoke up first. "Are you okay?" Looking back, she could see that he wasn't trying to hide the worry on his face. If she was a little more clueless she wouldn't have noticed that he was using his right hand to keep his left from shaking. "When we got here, the backdoor was open and we couldn't find you! I didn't know if Kevin or Vilgax or some other supervillain came after you.."

Gwen's body had moved before she could even think about it. She found herself wrapped around Ben's shaking frame. They stood there in silence unsure what to say. She wanted to reassure him that she could take care of herself, but just a moment ago she was having a mental breakdown in the woods. Even with the new mana skin, she wasn't sure if she could win if someone did come for her.

"The meditation worked." She barely managed to get the words out, but it seemed to be enough for her doofus. He stopped shaking and had wrapped his own arms around her before pushing her away from him. Confused she looked at him and he had his back to her, but could still see how pink his ears had gotten.

"I told you it'd work," He said trying to keep his ego afloat, "You really need to start listening to me more. And keep your cooties away from me would ya!" He made his way to the bathroom to wash off her "cooties" and made a show off how "girly" the soap smelled. "I'm gonna have to shower just to get all you girl germs off me."

"If that's all it takes to get you to bathe then I should cuddle with you more often." She gave him an evil smirk as he gaged at the thought, but internally she was glad that things were going back to normal. Whatever normal was for the Tennysons at least.


	8. Chapter 8

June 3, 2016

Chicago, IL; 11:36 am

"Looks like mom is spoiling Ken again," Gwen said while scrolling through her Facebook feed. Ben looked over her shoulder and saw a picture of Ken riding his new bike. She had said it with a smile, but he felt like there was something else hidden underneath it. He chose to ignore it as they reached the festival grounds. Tall fences were lining the perimeter and a tent with a metal detector and security gourds being the only way in. "This seems a bit excessive," Gwen said with a confused expression.

"You don't go to festivals often," Ben said with a chuckle. "With how crazy the world's gotten, I'm surprised they aren't more common." Emptying his pockets and removing the watch, he stepped through only to get stopped.

"I'm gonna need you to step over here for a moment." A large muscular man pulled him aside. "I'm gonna need you to explain what this is." The man laid the Omnitrix in front of him. Ben was used to being questioned when it stuck to his arm. Metal detectors would freak out every time he walked through them so Max had forged medical documents to get passed it all. This was the first time being pulled aside for it since he received the upgraded model.

"It's just a fancy watch, Sir," Ben said trying to seem as innocent as possible. "I'm not sure what else you were expecting."

"This 'watch' is way too advanced to just be a watch. There are too many knobs and buttons on her and you can't even tell the time." The security guard examined the watch closely but refused to press anything in fear of what it may do. "You're not trying to smuggle some kind of bomb are you!?"

"B-bomb!?" Ben was shocked or at least appeared shocked. He knew that it was much more than a bomb, but without setting in the correct sequence, it wouldn't activate and unless worn by him, it was nothing more than an accessory. "There has to be some kind of mistake. It's just a cool watch that's all."

"That's quite enough, Bires." Another guard said. The first guard, whose name is probably Bires, straightened his posture and laid the watch back onto the table. "Sorry about all this. Bires here is ex-TSA. You know how paranoid they can be, but before that, he was a marine and with that, he's one of the finest members of my crew." The man said with a smile. He gave the watch a once over before returning it to Ben. "I hope this doesn't ruin your experience today."

"No, I think I'll be alright," Ben said with a small smile. "Am I free to go now?" The man nodded and he ran to catch up to Max and Gwen who had been waiting nearby.

"Everything alright?" Gwen asked concerned.

"Yeah, it's not the first time I've been questioned over this thing. Anyways this is a lot more than I was expecting." There were large stages scattered across the area with stalls for food and games littered between them all. In the distance, a Ferris wheel could be seen.

"That's odd," Max said confused, "the website didn't say anything about a carnival."

"It was a last-minute addition." A woman in a green and blue uniform said while handing them a map of the festival grounds. "The mayor thought it'd be good for tourism." Looking over the map, the festival grounds seemed to be much larger than they expected. Stages and stalls circle the area with the Ferris wheel in the center. "There will also be a parade at two! You won't want to miss it." The woman said before running over to give out more maps.

"Well, it looks like one of the performances is about to start. Why don't you two go check it out while I look for some food for us." Max said pointing out a nearby stage on the map. It was a smaller band to play compared to the big names appearing later that night. Even so, a sizable crowd had formed around the stage eagerly waiting for them to start.

The crowd erupted in cheers when the band finally came out. Funny enough they were in suits and played strings and brass instruments while the singer rapped over it. It was a cool mix that Ben appreciated and Gwen seemed to enjoy it as well. When they were younger, he'd tease her for listening to classical piano and orchestras, but he'd still see her nodding along to some of his more hyper songs. He started to wonder what kind of music she listens to now., what she did in her free time, what shows and movies she watches. He was beginning to realize that he didn't know much about his dweeb of a cousin.

After the band finished their set, the two made their way back to the entrance where Max was sitting on a bench. He handed Ben something greasy and fried and Gwen a wrap of some sort. They both bit into their food and were glad that their grandpa hadn't given them anything that could be used as bait. After finishing their lunch they went around and looked at the festival grounds. An art exhibit caught Gwen's attention and Ben had to admit that some of the pieces looked pretty cool while some others were bland, but Gwen seemed to love it all and that put a smile on his face.

After the art show, Ben wanted to look at the carnival games they had hoping to win a prize. He quickly found a test your strength game with a giant panda as the big prize. Giving the attendant a dollar and getting into a ready stance, Ben slammed the mallet on the button sending the metal up the tower straight into the bell turning on all the lights along the way. With a huge grin on his face, he walked over to the attendant who handed him a small cat plush.

"A cat!?" Ben questioned, "But I hit the bell! I won the big panda!"

"This High Striker works differently kid." The attendant then pointed out a patch of red right below the bell. "You have to get the puck to stop there to win the panda. Want to try again?" The attendant put out his hand eagerly waiting for another dollar. Ben reached into his back pocket to pull out a dollar but stopped when Gwen put one in his hand instead. "Alright, little lady! Let's see if you can show your boyfriend here how it's done."

"Boyfriend!? Look we're not-" But before he continued Gwen slammed the mallet down on the button sending the puck up all be it a slower pace than Ben's. The lights slowly lit up one by one and barely made it to the red causing the two big lights to turn on and a loud bell to start going off.

"CONGRATULATIONS! Here's your prize!" The attendant brought over the stuffed panda that practically toppled her over when she tried to carry it. Ben was dumbfounded that she could win so easily. He turned to start arguing with her for a rematch, but she had a look on her face that made him forget why he was even mad.

"Wanna trade?" Gwen asked still struggling to hold giant plush. "I was hoping to get the cat but it looks like I wasn't strong enough." She said with a chuckle. He took the panda out of her hands and handed her the little black cat plush. She gave it a quick hug before putting it into her purse to keep safe. Realization dawned on him. How was he supposed to carry this thing around all day!? He was about to demand they switch back when Gwen and Max ran over to the main road to watch the parade.

He ran over to join them and saw the floats go by one by one each having a giant balloon attached to it. On one of the floats was an older man in a suit with a microphone. "Thank you, everyone, for coming to our Summer Festival." The man started his speech, but Ben couldn't help hearing the other spectators whispering to themselves. "Was the mayor always that thin? He looks like he hasn't slept in months. I had just seen him on TV last week; he didn't look this bad." Something felt off and he looked around trying to find a clue to what was going on. Finally, he looked at the balloon attached to the mayor's float which was of a familiar-looking clown. "With the way our country's been feeling so divided, I think what we all need is a good laugh." At that moment the balloon started to release a purple gas over the festival grounds.

"GWEN!" Before he realized he was covering Gwen's mouth to prevent her from breathing in the gas. Max caught onto what was going on next and quickly covered his own. The audience quickly began to laugh hysterically unaware of the laughing gas taking over them. They desperately searched for somewhere they could hide from the gas and come up with a plan. Eventually, they found a couple of port-a-potties and hid inside.

Finally being able to breathe, Gwen tried to turn to look at him in the tight space. "What's going on!?" she screamed between heavy breathes.

"Zombozo's happening," Ben said with a scowl. Cycling through his aliens he got ready for a fight. "I need you and grandpa to get to the rust bucket and get the gas masks. Then get back here and help get as many people as you can out of here." Finally happy with an alien he opened the door. "I'm gonna try and get rid of the gas and takedown that clown!" Slamming down on the Omnitrix, Ben could feel his entire body change and begin to warm as fire sprouted out of the cracks of his molten skin.

Thankfully, Heatblast seemed to be immune to the gas's effects and made his way deeper into the grounds. He found himself at the base of the Ferris wheel and shot himself to the top above the gas. Looking around he found dozens of the giant balloons and threw a fireball at one of the balloons. The balloon exploded and the gas began to burn and turn black. The laughter soon turned to blood-curdling screams as the crowd started to run and some even started to attach each other.

"Neat trick I got there huh?" Ben turned around to see the vampiric clown on a nearby balloon. "This laughing gas has a neat property that when exposed to a flame turns into a dangerous fear toxin." The clown began to laugh maniacally.

"You go MIA for eight years and then you show your sorry face using a scheme straight out of Kangaroo Commando. Is this the best you got?" He quickly shot himself over to the clown and went in for a punch but missed by a mile. All the laughing was making him stronger, but he couldn't tell where his power source was. He tried to shoot fire at him instead, but he simply dodged it causing another balloon to explode and more screams to follow.

"Jokes on you kid, there's nothing you can do to stop me!" Jumping from balloon to balloon, Ben chased after the clown deeper into the festival grounds.

* * *

As soon as Max handed her the gas mask, Gwen was right out the door. Laughter, screams of terror, and occasional loud explosions overpowered Max's calls for her to stop, but she probably wouldn't have even if she did hear them. Just as she was about to pass the security checkpoint, one of the security guards in a gas mask stopped her.

"Where do you think you're going!? Don't try to be a hero kid!" She couldn't see his face, but the name tag said his name was Bires.

"Sir, my cousin is still in there! I'm not leaving without him!" She demanded loudly. Everything that protocol said he should turn her away and wait for the police, but his intuition was telling him that she could handle herself.

"Find your cousin then get the hell out of there!" He quickly ran over to help get some of the others to safety. Not wanting to waste any more time, Gwen ran into the gas.

Retracing her steps, she found where they had stood for the parade with nothing but people laughing on the ground and the giant panda trampled. Another explosion deeper in the gas told her which way she should go. The deeper she went the more scared the crowd became. Eventually, she came to the Ferris wheel, but still no sight of Ben or Zombozo. Another explosion, but this time it was followed by a burst of hideous laughter. Looking up she could see a burning man in a fistfight with a clown. As comical as it sounded this was no laughing matter. She ran up to the Ferris wheel debating on whether or not to climb up when something grabbed her ankle. She was about to go in for a kick when she realized it was the mayor sitting against one of the carriages.

"That crazy clown rigged the Ferris wheel as some kind of battery." The mayor was visibly terrified but was fighting through it with all he had. "If you can somehow take out the wheel then he should lose his power." Doing her best to move the man, Gwen leaned him away from the carriage before starting the ride.

* * *

Nothing he could do was working. A crowd of this size had made him too powerful for Ben to fight normally and he couldn't take out the gas without harming more people and being a walking campfire was only causing the balloons to pop if he stayed on them for too long. He was about to try to go after the clown again when he saw the Ferris wheel lit up and begin to turn. Deciding that would probably be the safest place for him to stay, he jumped on and tried to come up with a plan.

"BEN!" A voice below him took him out of his thoughts. "The wheel is his siphon!" Gwen was in one of the carriages on her way to the top.

"Who knows how many people are at the bottom of this. I can't take out the wheel without hurting more people!" Ben was beginning to get more frustrated by all this.

"You don't have to!" She yelled back at him. "The center plate looks like one of those orbs he used on his psyclown." She pointed to the giant place in the center of the wheel. "Take out the plate and then you can take out the clown."

Grabbing his cousin, Ben jumped off the wheel and did his best to slow his descent as to not hurt her. Once they reached the bottom, he began shooting the center causing the glowing blue orb to turn a bright red and begin to crack. In the corner of his eye, a metal ball was flying towards him but didn't have time to stop it. Just before it his, a blue plate blocked it causing it to explode on contact.

"Great he has bombs too!" Ben yelled not trying to hide his annoyance.

"Focus on the orb I have you covered!" Gwen commanded as she continued to block incoming attacks. She was thankful the mask was covering her face because she couldn't hide how exhausted the magic was making her. Thankfully it didn't take too long for the orb to shatter, but now the entire wheel began to implode onto itself. Doing her best to catch the large debris as it fell she couldn't protect them from another incoming bomb.

* * *

She could feel the wind blowing against her exposed burn flesh as she tried to pick herself up. The wheel had completely broken apart and fell around them. She couldn't stop the tears from pooling inside the mask and wanted badly to undo the straps so she could clean out the moisture obscuring her vision, but that would mean exposing herself to the gas. A bright light was visible and led her away from the destruction. She was dragged over a counter and then heard a loud shutter slam shut.

"We should be safe for now." The crackly voice of the alien was all she needed before she almost tore the mask off her face. She gasps for air but inhaled smoke and dust. "Take it slow," he told her. "I cleared out the gas in here, but there probably isn't much clean air left."

She took in slow breaths and tried to speak. "What happened to Zombozo?"

"I don't know. He probably didn't get far with his lunch ruined. The bigger issue is those balloons. We can't start clearing this place out until they're gone." He sat down in the far corner of what she could now tell is a food stall.

"I'm guessing igniting them is out of the question sounds of terror outside is anything to go by." Putting two and two together she figured the ignited gas somehow worked as some kind of fear toxin. The gas isn't flammable enough to ignite on its own otherwise Heatblast would have blown the entire festival ground to the moon. The remaining vapors from the gas are what causes the fear to take hold. It doesn't last long but it seems powerful enough that a small dose is all that's needed to stay in your system for a while. "If we can somehow contain the explosion do you think you can clear out the remaining gas in the balloons?"

Ben thought it over for a bit. "I have maybe another fifteen maybe twenty minutes left. Whatever you have planned you have to make it big." Gwen stood up and cleaned out the inside of the gas mask before putting it back on. It's all or nothing.

After quickly going over the plan, the two jumped out of the stall and ran over to the closest balloon. Ben shot himself up as Gwen formed a barrier surrounding the balloon. Within seconds a large explosion erupted against the barrier causing Gwen to grit her teeth from the impact. Once the smoke cleared Ben gave her a thumbs up and they went onto the next balloon.

One after the other, each balloon popped. The gas had started to thin as they cleared out the sources. They just had one left which was arguably the largest. With sweat pooling up in the mask, Gwen called up the last barrier around braced for the impact. The explosion, however, was too much for her and quickly shattered the barrier forcing the toxic vapors to spread around her and sending Ben flying who knows where.

Gwen fell to her knees clawing at the straps as she felt bile rising in her throat. A large hand tore the mask off her head along with some hairs. Zombozo watched as she emptied her stomach onto the concrete and begin hyperventilating. The toxin quickly entered her system and panic took over all of her senses.

The terrifying clown pulled out a comically large gun and aimed it at her cocking back the hammer. She desperately wanted to do anything whether it was to fight back or ran, but her body refused to listen to her and just continued to try and take in as much air as it could get which only out more of the toxin into her system. Just as she thought she was done for a large fireball threw the clown back. A furious Heatblast was charging towards them, but the clown was quickly back to his feet running deeper into the gas. Ben stopped briefly trying to decide between helping his cousin or chasing after the clown. Gwen's vision was fading, but she knew he made his decision when she saw him disappear into the gas and everything faded to black.


	9. Chapter 9

October 31, 2008

Gwen's Neighborhood; 7:35 pm

"That was hilarious! You were about ready to knock out that clown." Ben said between fits of laughter.

"It's not funny, Doofus!" Gwen yelled back. "Besides whose bright idea was it to allow a haunted house in our neighborhood anyway!?"

"A genius, that's who. The rich houses give out the big candy, but you're all so overprotective." Ben pointed out how many safety lights were scattered around the block. "And don't get me started with these stupid glow sticks." Gwen's mother had demanded that they wear glow stick bracelets and necklaces, which Ben quickly disposed of once they were out of sight.

"You have to remember that not every ten-year-old has superpowers, Ben." She chastised him. "You've seen how dangerous the world can be."

"Yeah, but this is Bellwood!" He yelled, causing some of the parents to stare. "We've been back for two months, and there hasn't been any action. I'm starting to think our biggest problem is elementary school bullies."

"Is that why you're wearing that ridiculous outfit?" Ben was wearing his Galactic Enforcers uniform that was way too big for him. His mother had offered to adjust it so it would fit him properly, but he insisted that he'd grow into it. "I thought you were done with those losers anyway."

"I am done with them," he exclaimed, "I'm Ultra-Ben!" He put his hands on his hips to do a hero pose, but it wasn't very effective with how baggy the outfit was on him. "And you can't deny you're looking for some action too, Lucky Girl." Gwen had decided to don her own hero outfit for Halloween, which her parents found eerily similar to the 'real' Lucky Girl's costume. She made the excuse that she admired her, and they left it at that.

After some more bickering and playful teasing, they decided to get back to the task at hand: getting the most candy they could get before curfew. Most of the houses were giving out king-sized candy bars or hand fulls of bite-sized, but some were giving out healthy alternatives like raisins and fruit. If Gwen hadn't been there to drag him away, he probably would have left some Stinkfly goop all over their lawns.

After about an hour, Ben couldn't hold it in anymore. "Is there a park or something nearby? I really need to go!" She led him to the neighborhood park, which was pretty deserted. "Hold my candy!"

"Fine, but don't be surprised if some of your king-sized go missing." She gave him a devilish grin. He wanted to threaten her so badly, but his bladder won out, and he rushed into the public restroom. Gwen took the large sacks of candy and plopped down on a nearby bench to look through her earnings.

She wasn't sure how much time had passed, but she was beginning to become more aware of how creepy the park was at night. The darkness seemed to surround her. The only sight of the outside world being some kids walking under streetlights up the path. The wind picked up causing the leaves to rustle and she felt like something was moving towards her. Flashes of Xenon plagued her thoughts, but she refused to acknowledge them. She knew better than to imagination run rampant and had started to calm down until she saw two glowing eyes staring at her.

"This isn't funny, Ben!" She yelled at the eyes believing them just to be her cousin playing a prank on her for threatening to eat his candy. It wasn't until two more pairs of eyes appeared that she knew something was wrong.

"Who's Ben?" One of the figures walked out of the shadows and it was a tall boy in a mask. Two smaller boys followed behind him wearing the same mask. "That's a lot of candy you got there. How about you share some of that." The three boys started to close in on her.

"You don't want to do this." She warned.

"Is the little pussy cat gonna call her mommy?" The boys started laughing at her causing her to blush under her mask. She could easily take them all down, but she didn't want to have to deal with the consequences.

"So what if she does?" A tall mummy appeared behind the buys causing the younger two to panic.

"Nice toilet paper!" The older bullied yelled unimpressed. "Didn't have to go and wipe your ass with it before you wrapped yourself though, freak." He started laughing at his own joke while the younger two continued to back away, not wanting to get into any trouble. Snare-oh picked up the child in his large bandages causing him to freak out. "Let go of me before I kick your raggedy-ass! I mean it, I'll fuck you up!"

"You really love curses, don't you?" A giant bandage wrapped around the boy's head, effectively covering his mouth. "Maybe I should introduce you to the Mummy's Curse." He began to unravel his body, exposing the missing body inside.

"That's enough, Ben!" He dropped the boy who crawled away, crying. He couldn't tell if he was calling for his mother or yelling about the undead pharaoh in the park. The younger two chased after him, not wanting to be the next to get targeted.

"Gross!" Ben yelled. "I think he soiled my wraps." He started flapping his arms to try and dry them. "At least he made that mommy comment. I almost went four arms, and that punchline would never work."

"What is wrong with you!?" Gwen yelled at the tall mummy. "You seriously scared them. They'll probably be scarred for life!" If he had felt bad, it didn't show.

"Well, hopefully, they learn not to try and rob girls in the park. Heck, I probably stopped a potential criminal from being made." He sat down on the bench and started rummaging through his candy. "Besides, you could have kicked their butts to next year."

"Not every problem needs to be solved with violence."

"And some problems need a little charismatic charm." He made a show of showing off his features. "If it came to it, you could have just used your witchy powers and scared them off yourself." The mention of her magic reminded her that she still hadn't been able to use it properly. The mana skin had helped her get through her training at the dojo, but anything beyond that seemed impossible.

"Ben," she mumbled trying to remember how to use her vocal cords. "I have a tournament in a couple of weeks." She didn't understand why this was so hard for her. Thankfully the mummy was giving her his full attention. "Would you like to come? I mean you don't have to obviously if you have better things to do then that's cool I guess never mind forget I said anything!" She started to walk off as she rambled to herself more than anything.

"Of course I'll go." She turned around and looked up at the mummy, silently thanking that the mask was covering the blush taking over her face. "I wouldn't miss the chance to see you get your butt kicked for the world!" And with that, any respect she had for him crumbled. She shoved him away, ready to give him a piece of her mind when the familiar blinking of red started from his shoulder. In a panic, he dove into a nearby bush before the park enveloped in a bright red flash.

"Why are you hiding?" She asked, looking over the bush. On the other side was a shivering Ben showing way too much skin. "AND WHY THE HECK ARE YOU NAKED!?"

"It was hard to go in the suit, and then I heard those guys harassing you, and I panicked!" She couldn't believe that this was her life. "Can you please just go get the suit."

"Are you crazy!? I'm not going into the men's room!" She yelled at him before storming off. "Go get it yourself, freak!"

"GWEN WAIT!"

* * *

June 3, 2016

Chicago, IL; 9:23 pm

After chasing Zomboso out of the festival grounds, the Omnitrix timed out, causing him to run after him on foot. If he had been XLR8 or Stinkfly, then he could have caught him quickly, but he lost him in the city. He all day searching as different aliens trying to find where the clown as hiding, but it was useless. He decided to head back to the hotel, fuming about letting him escape again. When he entered his room, he saw the door between their joint room open. Max had been treating Gwen while he was on a wild goose chase.

"I gave her some activated charcoal to get the toxins out of her system," Max said, unsure if his grandson even cared. "Her burns are healing at an unprecedented rate. In a couple of weeks, there won't even be any scarring." He got up from his chair and walked past to wash his hands. "I'm not going to ask you to put your… grievances aside." Max started trying to find the right words. "But, your cousin isn't like us, at least not anymore." He grabbed the rest of his things and made his way out the door. "Take care of her, please. I'm going to try and get a damn refund so we can get the hell out of this city as soon as possible."

Gwen was motionless under the heavy comforter. Her breathing was ragged, and sometimes she'd go too long between them. Her left side was heavily bandaged, but after a quick glance, he could see how it's all began to scab over. Her magic wasn't this powerful back then. She wouldn't even think it possible to heal yourself without even uttering an incantation. A part of him was happy that she didn't completely give up on her magic, but then he thought back to that afternoon.

He saw how scared she was. She was hurting so much, and he abandoned her. A part of him wished he hadn't stopped to check on her. That he ran past and went after the clown, maybe he wouldn't have gotten away.

Then there was another part of him. The part of him that he keeps hidden from the world. This one knew the truth. He knew that he didn't want to help her. That he wanted to see her terrified. To be in pain. To suffer. And that part of him knew he was just as bad as the villains he swore to take down.

**AN: Sorry that this chapter is so short I just really needed to push something out before I let another month pass by. Life's been kicking my ass, and that's why I didn't update for the last six months, but I'm trying to get back into the groove of things again. I can't promise that there won't be another long hiatus between chapters, but I will come back to finish this story no matter what. It makes me really happy to see people still wanting to read this story, and I know it's slow right now I've been struggling trying to figure out if I want to cut some things to pick up the pace, but I also want to tell the story I want to tell no matter what. I'll try and have the next chapter up in the next week or two, but work's been taking up most of my time nowadays.**


	10. Chapter 10

November 23, 2008

Bellwood High's Gymnasium; 9:50 am

"Where is he!?" Gwen screamed internally. She had been pacing back and forth for the last half hour. She tried to tell herself that he wasn't going to come, but he had promised, and that kept her glued to the entrance of the gym. Every time the doors would open, she'd hold her breath, and when she saw it wasn't who she hoped she'd feel more defeated than before. She was ready to give up on the entire tournament if it wasn't for the fact that her Sensai was counting on her. It was almost time for the opening announcement when she finally saw a familiar face walk in. "Grandpa!" She screamed happily until she saw he was alone. "Where's Ben?"

"Carl had said that he had already left," Max said very plainly. "I'm sure he just got sidetracked." He did his best to hide his own concern but refused to allow that to distract his granddaughter. He had offered to give Ben a ride, but the boy refused.

Before Gwen could try and protest, her Sensai called her over so they could start the tournament. They quickly went over the rules and declared the pairs. Given that it was a small tournament of local karate schools and some of the neighboring cities, there would be two sparring matches going at once with sixteen matches total. Gwen would be in the second round of matches, so she tried to get her nerves under control.

She threw the thought of her doofus cousin out of her head and only focused on her breathing. Soon everything got quiet as she could only hear her own breath and heartbeat. When she opened her eyes, she saw that the first two matches had ended and her Sensai was trying to get her attention. She calmly walked to the sets of mats that would be her arena and focused on her opponent. He was a Hispanic boy a little taller than herself. They both bowed before entering their fighting stances. The two-minute timer went off, and he instantly went for a series of kicks.

After she returned from her suspension, Mr. Saito informed her that it was very common for competitors to rely on kicks since they were worth more points. Gwen knew that kicks were her own strong suit when fighting, so they worked heavily on strikes and counters. It would have been a grueling experience completely relearning how to fight in only two months, but with her mana skin, it was as if she had been doing these techniques for years.

Before she realized it, she had won her match 8:0 before even hitting the halfway mark. The other two competitors were stunned, staring at her before remembering their own match was still going on. She removed her headgear and shook the Hispanic boy's hand as a sign of good sportsmanship before going over to where her Sensai was standing.

"You didn't have to go that hard on the first round, Gwendolyn." Mr. Saito gave her a sideways glance. She wasn't listening to him and was staring up at where her family was sitting, looking a little upset. In yesterday's class, she was very excited to show off to her cousin. If the empty seat next to her grandfather is anything to go off of, she must have been venting her frustration on her opponent. He wasn't even sure if she was aware of it either. "Maybe signing up a veteran fighter for a children's tournament was a bad idea."

* * *

About three miles away, a giant bug was flying over a police chase. The Bellwood City Bank had been robbed, and it just happened to happen the one day Ben hoped for nothing would happen. With Gwen and Grandpa Max at the tournament, he had to make a judgment call and go after the robbers himself. Landing onto the getaway car, he tore through the roof with Stinkfly's tail. One of the crooks pointed his gun, trying to get rid of the large pest but had his hand stuck to the side of the car.

"Did you really have to go bank-robbing on a Sunday!? Couldn't you wait till after the church lunch rush or something?" The driver started swerving, trying to knock Stinkfly off, but only caused the others to miss their shots. Not paying attention to the road itself, the driver crashed into a truck sending the alien through a jewelry store window. The Omnitrix symbol started to flash, and with the cops surrounding the crashed car, he took it as his cue to rush into the ally and hide.

A flash of red and a quick sprint later, Ben found himself lost in downtown Bellwood. It was going to be a while before the watch was going to recharge, and he had to be at the Dweeb's fight in... "THIS STUPID WATCH DOESN'T TELL TIME!" He screamed as those around him stared. He knew he was already late, but it was very likely that he had missed it altogether.

He had found his way around countless cities across the country, but he couldn't find his way around his own home town!? He could try and ask one of the cops at the crash, but they'd probably call his parents, and they'd ask why he was downtown instead of at the tournament. He knew he should have accepted his grandpa's offer to give him a ride, but he desperately wanted to fly around again. He kept his word and didn't use the watch (except to mess with his bullies), so when the chance came up, he took it.

He wondered the streets trying to find something that looked familiar. He eventually found a bus stop with a map of the city on it. He was about a mile and two miles from where the school should be. He still wasn't sure what time it was, but if his mile time in PE was accurate (which it probably wasn't), he could be at the school in twenty minutes. Praying that he would make it in time, he broke off in a sprint down the road. It didn't take long for his lungs to start to burn, but he pushed through it. He worked up a lot of muscle during the summer, and before he knew it, he was in a familiar part of town. He took a short cut through a park and pushed people out of his way, not bothering to say sorry. "I'm coming, Gwen!"

* * *

She got through the semi-final without too much trouble. They had a couple of good kicks in, but they lost like all the others. She was starting to get tired with her mana skin wearing down on her. They had a quick intermission so they could get ready for the final match. Her opponent was a large boy from outside the city. While she had been performing swift, precise strikes, he had been physically overpowering the much smaller competitors. He looked like he was too old for this tournament, but he passed the age check and had been demolishing all of his competition.

Mr. Saito had stopped her before she could enter the arena. "Gwendolyn," he called, "no matter what happens here, just remember you gave it your all." She gave him a nod of acknowledgment then walked onto the mats.

The timer started, and instantly she felt a punch take all of the air from her lungs. He was fast, almost too fast for his size. He went in for another strike, but she countered and got a single hit in before he got swiped at her side. No matter what she did, he was able to recover just as fast. He had a three-point lead on her, and there were less than ten seconds left. The boy was going in for another hit when the gymnasium doors flung open.

"KICK HIS BUTT, DWEEB!" Everyone was staring at the sweaty ten-year-old boy panting in the doorway, including her opponent. Taking the opportunity, she kicked at his leg, causing him to stubble low enough for her to go for a roundhouse at his head. The timer went off as she was mere inches away from his head, freezing her in place. The final score was 12:13. If she had got that last kick in, she would have taken the lead and the victory. Gwen lowered her leg down and gave the larger boy a hand. They stared into each other's eyes, acknowledging each other's strength and agreeing to give it their all next time.

* * *

"I CAN'T BELIEVE YOU WENT HERO WITHOUT ME!" Gwen was screaming at her doofus of a cousin behind the gym. "You broke rule number three, and it's the most important rule mind you; why didn't you come and get us!?"

"I didn't want to take you away from your competition," Ben said, not wanting to look at her in the eye. "Besides, I made it in time to see you get your butt kicked just like I said I would." He tried to play off the joke but even couldn't hide how upset he was that she had lost. It seemed like the only person who wasn't upset by it was the girl herself who was fuming with rage.

"Screw the competition!" She screamed, not caring who heard. "Do you know how worried I was?" She could feel the tears forming that she had held back all morning. "We're a team, aren't we?" Ben was taken aback by her sudden change. The last thing he wanted was to make her cry. He'd rather have the watch torn off his wrist than see the strongest girl he knew to break down to tears.

"Look, I'm sorry, okay? I promise-" He was cut off by a punch to the face knocking him to the ground. "Jesus Gwen, I said I'm sorry!" He held up his hand, expecting to get hit again, but instead, she was on top of him sobbing into his chest.

"If you break your promise again, you'll get a lot worse than a punch, Doofus." Around the corner, their grandpa was watching the fight and decided that Ben was punished enough. He told Frank and Natalie that he'd give the kids a ride home so they could head back first. The kids were going through a lot that not many could understand, so he gave them their time to work it out.

* * *

June 4, 2016

Chicago, IL; 12:27 pm

"It seems like everywhere you go, trouble isn't that far behind," Julie said from the other end of the phone call, "I'm glad you're safe, though."

"Come on. Nothing can take me down." He said, trying to come off as confident. When there wasn't a snarky remark, he got a little worried. "You still there, babe?"

"Yeah, just thinking." It came of quiet and almost uncertain, but he decided not to push it. He figured that if she wanted to talk about it, she'd bring it up then. "I'm gonna let you go. I'm having breakfast with some friends in a bit."

"Oh, okay. I love you."

"Yeah, love you too." The call ended, and he couldn't make sense of what that was. They've been distant ever since graduation. He chalked it up tot hem being busy, but this was different.

He walked out of the backroom of the RV and saw Gwen sitting in the booth. The scabs were almost completely gone, just leaving some nasty scars. She still hasn't spoken since waking up this morning and they're not sure if it's from the fear toxin or something else. He still felt the guilt he had last night but chose to ignore it. Max was nowhere to be seen, meaning he was still inside the hotel trying to get his money back. Hotels all across the city were denying refunds with a large number of people trying to get out after the attack yesterday. He felt his blood boil every time he thought about how he left that bastard getaway, but he refused to let it show, especially in front of Max and Gwen.

He looked inside the fridge for something edible but quickly realized he didn't have much of an appetite to begin with. He decided to steal a glance at his cousin. She was still staring out the window like a dead fish. All the color was lost from her face. Even her hair looked dull in her current state. As a kid, he could think of a million and one insults and quips to get under her skin, but even if he tried, he doubted she'd hear any of them. The only thing that wanted to escape his mouth was, "I'm sorry." Instead, he left out a sigh and returned to lay on his bunk, hoping to return to the open road. As if that would magically make all of there problems disappear.


	11. Chapter 11

ddsdsfDecember 24, 2008

Three Miles From Ben's House; 8:55 pm

"I told you we were going to be late!" Natalie exclaimed.

"Well, if you don't mind bending the law a bit," Frank began, "I can get there right on the dot."

His wife gave him a disapproving look before sighing. "Maybe we should just call it off…" Frank could see his daughter stiffen in the rearview mirror. This isn't the first time his wife had tried to back out of this since their daughter asked to have Christmas at his brother's. It's been a couple of years since they spent the holidays together. They spent the last few with Natalie's parents, but it's been much longer since they actually took the time to visit.

It's not that he has a nad relationship with his brother. They used to meet up for drinks once a month when work wasn't hounding them. No, he knows that the real reason is that their family get-togethers would always end in fighting. Whether it was the kids or the wives, some kind of disagreement would ensue. But ever since Ben and Gwen came back, there hasn't been a single fight outside of the kids playful teasing.

It didn't take long for him to pull into his brother's driveway. The house was more modest than his own, but he knew that Carl had spent years improving every nook and cranny of this place. He says he'll have the perfect home by retirement, but Sandra swears that he will always find some new project that needs working on.

He was so caught up in his thoughts that he didn't realize that the girls were staring at him. "Are we really going to do this?" Natalie said, still unsure. One look at the little girl in the back seat was all he needed to know that they all needed this. He gave his wife a quick nod then got out of the car. With another deep sigh, Natalie exited the vehicle with Gwen following in toe. Before they could even ring the doorbell, a little brown bear came barreling out the front door.

"FINALLY!" the little bear yelled, "It took you forever to get here!" After composing from the initial shock, it became obvious that this little bear was an ever rambunctious Ben Tennyson. He was about to drag his cousin into the house when he stopped to look at her. "Why are you in a dress?"

"What does it matter what I wear!?" A bewildered Gwen Tennyson yelled back. "More importantly, what are YOU wearing!?"

Ben was about to scream something back when he was pulled into a hug from Mamma bear. "They're pajamas, silly," She said with a big smile. "And don't you look cute!" Sandra pushed the little cub to the side before pulling the girl into another bear hug. Frank noted that this whole exchange looked like some bizarre performance of red-headed Goldilocks when Papa bear joined the stage.

"Frank. Lily. It's great to see you." Carl gave his brother a warm hug before shaking hands with Natalie. Now free from Mamma bear's clutches, the kids escaped into the corner where a video game was set up on the living room TV. He could tell that his wife didn't approve but didn't have time to scold the kids before being dragged into helping with dinner at the promise of wine.

Frank didn't realize he was still standing in the doorway until his brother motioned him to take a seat. "So, what's with the getup?" He asked.

"Gotta do what it takes to keep the Mrs. happy." Carl motioned to the clothes Natalie picked out just for this occasion. It wasn't as extravagant as what he has to wear when he visits the in-laws, but he can agree that this was too much for dinner with his brother. He could tell that Gwen hated it, but kept quiet. Probably afraid that if she spoke up, then her mother would cancel the whole thing. The fact that he could hear genuine laughter coming from the kitchen was his sign that he could relax tonight.

The two sat, making idle chatter watching the two kids fight on Ben's new game. Ben had begged to have his gift early just so he could have more time to play with Gwen, but he wasn't going to admit to her. Sandra called out that dinner was almost ready, and Ben was practically dragged to the bathroom when Natalie told them to wash up.

"Dad called," Carl said softly. "The RV is having some problems, and he's gonna be late." Frank didn't try to hide the scowl on his face. "You've been checking your watch since you got here. Trust me. He'll come."

"You give him too much credit." Frank turned to make his wat for the dining room when he felt a hand on his shoulder.

"Things are different now, Frank. He's trying when it comes to these kids." He motioned to the two kids arguing in the bathroom. "Ever since they were born, he's been there every step of the way. And thanks to that trip, they've been closer than ever. You have to appreciate that much at least." They all knew it was true. The only reason they here tonight was for the kids. With a quick nod, they joined their wives in the dining room, who look like they've already downed a few glasses. They were both giggling like school girls. Something he hadn't seen his wife do in years. If Max could bring the family together like this, then maybe he is worth giving a chance.

* * *

At least that's how he felt two hours ago. It was almost midnight, and the old man still hasn't shown up. All eyes were on the clock, which was minutes away from striking twelve, but everyone kept taking side glances at the front door. Even the two kids waiting patiently by the tree kept whispering to each other, "Where's Grandpa?" It broke his heart, seeing these kids make that face because it was the same face that his brother made waiting for their father to come home.

The chime of the grandfather clock filled the house, but still, no one moved. "Come on now," Frank spoke up, "those presents aren't going to open themselves." He put on the smile he spent decades perfecting. The kind of smile that showed no weakness. Gwen turned to her mother, who gave her a reassuring nod before carefully undoing each fold of the wrapping paper. Ben, on the other hand, kept his eyes glued to the front door. It was Carl's turn to be the adult in this situation, but even he still had too much faith in that old man. Frank let out a long sigh preparing himself for the fight that will soon ensue. "Ben, you need to understand." Carl was the first to turn away at those words. "You're grandfather-"

"He'll come," Ben said without a hint of uncertainty, "he always does." No one knew what to say to that bold statement, but Gwen was the first to move. Setting her half-opened present aside, she placed her hand on her cousin's knee but remained silent.

"Frank, let's just give him a little longer," Sandra spoke up, "he said he was going to be late." He didn't know what to do. He turned to his wife for some kind of support, but she just averted her eyes, taking another sip of her wine. He spent the greater part of his adolescence watching his family suffer from waiting for that man. He refuses to let these kids go through that too.

"He's not coming!" Frank screamed. All eyes were on him now—all except the little cub's who didn't even blink. "I know you think your grandpa's some kind of hero, but he's not. He's-"

"Ho ho ho!" Said the jolly voice from the doorway.

"Grandpa!" The boy was across the room before the rest could process what just happened. "I knew you'd make it." Everyone turned to look at the big man. He was wearing the iconic red suit and had let his beard grow out to complete the look. Gwen got up and ran over to hug her grandfather too, but Frank could see the hurt in her little girl's eyes as she passed him. Carl and Sandra went over to greet him, leaving Frank and Natalie on the couch.

"Your hair's a mess, Frank," Natalie tried to pat down the stray hairs, "I'm not going to tell you to let the past go, but don't drag the kids into it." With another sip of wine, she went to give her greetings next.

The next hour seemed to go on without a hitch. The kids opened their gifts, and the adults exchanged what little gifts they had for each other. Gwen even gave out some small gifts she made while Ben grumbled about how kids aren't supposed to give gifts. An hour had passed when Sandra pulled out the last two gifts. She handed the small identical boxes to the kids. Ben eagerly tore his open while Gwen neatly unwrapped hers. Inside were two matching phones. Frank looked at the woman, puzzled.

"Since you two have been so close lately and that your birthdays are coming up," Sandra began, "Lily and I think you're old enough to handle having your own cell phones."

"And they're Nokias, so I'll be surprised if you manage to destroy these, Gwendolyn." Natalie eyed her daughter, who managed to destroy or lose too many cell phones during their Summer trip. Thankfully Max was nice enough to cover the price for their replacements, but even Frank is skeptical about giving her another phone at this point.

"Um, about our birthday…" Gwen said softly.

"We want to share a birthday party!" Ben shouted out, causing his aunt to almost spit out her wine.

"Are you serious!?" Natalie said almost in a screech. The alcohol clearing having gotten to her. "That's-"

"A great idea!" Sandra said, cutting her sister-in-law off. The two women eyed each other for a moment. "I'm sure Gwen has had her party all planned out already so if she doesn't mind us having our party at your house as well,"

"May as well throw out the whole damn planner." Natalie said under her breath."

"It's settled then. We'll be there Saturday." The two kids ran over, giving the two women big hugs, which helped to soften the red-headed woman's frustration, but another glass of wine seemed to help her completely forget about it.

* * *

Time flew by, and it was already passed three in the morning. Frank got up from the kitchen table he had dozed off on and walked into the living room. The kids had passed out on the floor playing another one of Ben's new games. Natalie and Sandra were sound asleep in each other's arms with an empty wine bottle lying on the carpet. The front door opened, catching his attention.

"Hadn't seen Lily drink that much since before the kids were born," Carl spoke up from the doorway.

"Do you mind if we use your guest room? I think I drank too much too."

"Reminds me of our college days." Carl let out a chuckle while grabbing a blanket from the closet. "Probably best you leave the kids there, though." Frank looked at his little girl and felt a tinge of guilt for letting her sleep on the floor. "She spent a whole Summer in an RV. I'm sure she's slept in weirder places." After draping the blanket over the sleeping kids, Carl went to help his wife up to their bedroom. "Dad is outside working on the Rust Bucket. You should talk to him." Frank looked out the window and could his old man working away under the hood. He could occasionally make out his breath visible in the cold night. He put on his coat and stepped out.

It was freezing out. He should be in bed with his wife, but he decided to continue down the path. "Thought you were heading to bed, son," Max said without looking up from whatever he was working on. He could see that his hands were turning blue but continued to keep at it.

"You're going to catch your death if you stay out here, Max." The old man paused for a moment, realizing who was speaking to him but soon continued at it.

"I heard what you said earlier," Max said in a hush, "I know that my word isn't much, but I really was trying to get here on time. The battery died, and while trying to jump-start that, I found a heap of other problems with this old girl." He motioned to different parts that Frank didn't understand. Cars were Carl's department, which explains why he was out here earlier. "Since all the stores are going to be closed, I'm trying to fix what I can now."

Frank felt a cold speck land on his cheek. Looking up, he could see that it was starting to snow. "Come inside. You're too old to be doing this."

"I just need to get this battery working, and I'll be fine in the RV," Max said, trying to sound reassuring.

"Max, please!" He was no longer trying to hide his worry any longer. "Just come inside you; can work on it another time."

"I guess you're right," Max shut the lid and walked over to his son, "It's not like I have anywhere else to be." He gave him a big smile, but Frank could tell that there was something else behind those eyes.

Frank handed him a blanket. Picking up his wife wasn't as easy as it used to be, but he prides himself in still being able to. He made his way to the guest room but stopped to look back at the old man. "Merry Christman, Max."

Max looked at his son for a moment then gave another big smile. "Merry Christmas, Frank."

**AN: So after a bad break up, a month of therapy, a week of vacation/quarantine, and another month of being "essential" I'm back. Seems like the universe really doesn't want me to work on this story but I digress. I'm going to try and get back to working on a weekly or at least bi-weekly upload schedule but with how much I've been working it's hard to sit down and write on my few days off. This chapter is a lot different than the previous ones but I felt like looking at it from one of the adult's perspective and it turned into (in my opinion) a really good chapter. I appreciate everyone that's still following this story and I'll definitely get back to present Ben and Gwen next chapter. Hopefully, I can get it out soon.**


	12. Chapter 12

? ?, ?

?, ?; ?:? ?

It was dark and cold. The air was thick like water, and she was drowning in it. In the beginning, she tried to swim to the surface, but it just sank further into the abyss. How long has she been left in the dark? Days? Week? Months? Not even her magic can save her here.

How did she end up in this situation? Last thing she remembered, she was at the festival fighting Zombozo. She had to take off her mask and then she was here where ever here is. She was terrified and searched frantically for some other form of life. But she never found them. She was alone.

Her magic was the first to leave her. She'd use it to try and traverse or conjure something, but without the proper components, she was just wasting mana. Next, she lost her strength. It felt like swimming deep in the ocean during a storm. She'd try to fight the current, but it'd just drag her deeper and deeper. And the deeper she fell, the harder the pressure became. It felt like her ribcage was crushing her lungs causing her to wheeze every time she took a breath.

All that remained was her sanity and even now she can feel it slowly fleeting. Memories of her past plagued her mind and filled her with regret. She couldn't help thinking about what her family would feel if they saw her here. Max would probably search every corner of the universe until he found her. Her parents would cry but in time they'd move on. And Ben… would he even care? There was once a time that he was ready to destroy the universe for her, but that was a long time ago.

"Gwen."

That voice. She looked up at the surface and saw a pale blue light flickering. She tried to move her sore arms but they felt like lead.

"Can you hear me?"

She tried to scream, but nothing would come out. The light grew brighter, and she could feel the darkness loosening its grip on her.

"We're worried about you."

Another push got her moving towards the surface. It was so far away, but she wasn't going to give up.

"I'm worried about you…"

The light began to shine and she felt her mana surge as she blasted it sending her flying through rippling surface. The landing was hard but she could finally breathe again. Looking down she could see that the floor was covered in water but there was no sign of the abyss below it. Awkwardly she got back to her feet and examined her new surroundings. It was dark, but she could make out that she was in a large room. Forming a ball of light in her hand, she could make out bookcases lining the walls as well as a couch and fireplace. There was no other way out, save for a single wooden door.

On the other side was a tight but long hallway. She formed a second ball of light and shot it down the hall, but it dissipated before meeting the end. Taking in a deep breath she made her way down the corridor. The building was quiet save for sounds of her feet hitting the wet floor. The walls were bare, leaving no sides of if she was even advancing, but she trekked on.

She hadn't heard the voice since leaving the abyss, but she knew it was him. She tried to use her magic to sense if there was anyone else around but couldn't feel anything. She was starting to regret not searching the library but it was too late to turn back now. She needed to find a way out. Her doofus was worried about her.

"Ben…"

The sound of a door unlocking caused her to turn around with an energy bolt ready in hand. Another wooden door was blocking the path she had come from. A glance back showed that the hallway was now walled off. With no other choice, she opened the door.

She was back in the Rust Bucket. The wooden door was replaced with the metal door she was all too familiar with. She felt something swell in her chest, but it quickly sunk just as her stomach did when she looked outside. She was home, but it was wrong. The windows were boarded up, the grass overgrown, and the door was destroyed.

The inside was so much worse. The furniture had been thrown about some even torn to shreds. Glass covered the living room floor where the family photos had been knocked down. With shaky steps, she ascended the stairs. Every fiber in her body was telling her to stop. To turn around and run back to the safety of the RV, but she kept going. A glance inside her room caused her breath to get caught. It looks like a fire broke out and destroyed everything. She continued down the hall to Kenny's room. She didn't think it could get worse, but she was wrong. There were small holes riddled the walls. Bullet casings scattered across the floor like the Legos he loved to play with. His desk was destroyed, and the closet doors were shattered. His bed was missing, but one quick look out the broken window would solve that mystery.

Finally, she reached her parents' room. Everything inside her was telling her not to open the door; that there would be no turning back once she saw what was inside. She saw her hand inching closer and closer to the handle, almost like it had a mind of its own.

"Gwen!"

"Ben!" She cried out, "Help me!" Another blue light brought her back to her senses. She ran as fast she could go out of the house towards the blue light escaping from the mobile home. Once inside, she ran to the back room where it was waiting for her. Floating in front of her was the blue orb. It wasn't much different than the ones she could form with her mana, but this one was different. The sphere was calling to her, begging her to touch it. And when she did, it changed. In an instant, it changed from a light blue to a vibrant pink.

* * *

June 11, 2016

Silverton, OR; 11:47 pm

A loud rustling woke Ben from his restless slumber. Cautiously, he made his way into the kitchen, where his grandfather was running around franticly.

"Grandpa?" Max was quickly snapped out of whatever trance he was in but quickly got back to whatever he had been doing before.

"It's been a week since Chicago. She should have recovered by now." Ben looked over at his cousin, who was still slouched in the booth. Max had been doing everything he could to keep her hydrated, but she was getting thin, and it was apparent that if they didn't do something soon, she would need to seek medical attention. "I have an old contact that lives out here. If there's anyone that knows what's going on with her, it's him." After grabbing the rest of his belongings, he reached for the side door and gave him one last look. "I'll be back as soon as I can so, please, look after her." Then he was out the door.

Ben wasn't sure what to do now, so he just sat down on the other end of the booth. He was tempted to text Julie, but it was almost three in the morning back home, and he figured she was already fast asleep. He tried to watch a video on his phone or play a game, but he couldn't seem to focus on the screen. With nothing else to distract him, he stared at the girl in front of him.

Her cheeks were sunken in, and she was deathly pale. Her usual fiery red hair didn't have the same vibrancy it once had. Max would rub her down with a wet cloth, but it was no secret that she needed an actual shower. If her ten-year-old self were here, she'd die from shock. His ten-year-old self would probably deck him for not helping her.

"Gwen," he whispered. "Can you hear me?" There was no response. He figured there wouldn't be so why bother. But he kept going. "We're worried about you. I'm worried about you…" Worried was an understatement, and he knew it. Every time he saw her, his heart sank. This was his fault. If he had stopped to help her, she wouldn't be in this condition. But it was too late. He let his emotions control his actions, and she paid the consequences because of it. Again.

"Ben…" The hoarse voice snapped him out of his thoughts. It had been so quiet that he almost played it off as his guilt playing tricks with him. But still, he rushed around the booth and grabbed her.

"Gwen!" He shouted, hoping for another response to prove that she did speak.

"Ben… Help me…" It felt like his heart had shattered into a million pieces. He wrapped his arms around her in an instant. His mind raced trying to figure out what alien could help in this situation but there wasn't a single one he could think of. He felt an intense heat build-up against his chest. He pulled away and was blinded by a pink like emanating from her chest. He shielded his eyes for a moment then it was gone in an instant leaving no trace of what caused it.

When he looked back at her, she was staring back at him with tears in her eyes. The two of them just sat in silence, watching the other unsure if this was real. Then she collapsed onto him.

"Gwen… GWEN!"

* * *

Max had arrived at the old brick house just outside the town. It's probably been thirty years since he was last here, but nothing about it has changed. He knocked on the wooden door and listened for movement inside. When he didn't hear anything he knocked again a bit more frantically. This time he heard the shuffling of footsteps and a string of curses that he didn't need to make out to know he had the right man. It took the old man a minute to get the door open but when he did it didn't take him long to shut it back in Max's face.

"I told you bastards that I'm not going back."

"This isn't about the Plumbers, Jeremiah." The man opened the door slightly and looked back at him. "My granddaughter needs your help." He opened the door, ultimately inviting Max inside. The two sat at the dinner table while Max clued him in on the situation.

"Dammit, Max, you should have taken her to the hospital!"

"You're acting like I haven't helped you treat hundreds of others in a worse state."

"She's a civi!"

"A civi with enough magical potential to rival a master sorcerer!" They were quiet after that waiting to see which would budge first. Jeremiah was a skilled doctor and trained in various fields of medical training, including some alien and even magical. No one in the galaxy could do a better job than him.

"I'll do it," he began, "but I want my credentials redacted and wiped from the system."

"Consider it done." Even if his family would say otherwise, his colleagues knew that he was a man of his word. The doctor quickly gathered up his supplies, and they were off.

They were up the street when they saw the flash of pink light escape the RV windows. Neither of them wasted a second getting through the small door. Max, however, did hesitate for a moment when he saw his grandson crying while holding his limp cousin. If it weren't for her ragged breathing, he would have thought the worse.

"We need to move her to the back!" Jeremiah's harsh voice snapped him out of his daze, and in an instant, they were in the back room, hooking up IVs and running tests. He knew every step and was ready with the appropriate tool for what was to come next, but the thought that this was his granddaughter had slowed his pace a bit.

"Grandpa…" Maxed looked back where his grandson stood, but all he saw was the little boy he once was. "Please… Help her…"


	13. Chapter 13

May 29, 2009

Rosegrove Academy; 3:14 pm

Gwen could feel the tension in the room as the seconds ticked by. It was less than sixty seconds until the end of the school year, and even she couldn't focus on her teacher's heartfelt goodbye. Some of the more listless students had already pulled out their phones or have their bags ready to jump as soon as the bell rang. Having been sitting directly in front of the teacher's desk, Gwen kept her hands held together on her desk like the diligent student she was.

Thirty seconds had passed, but it felt like thirty minutes. She could probably think back to a philosophical meaning behind this feeling, but she couldn't take her mind off the slow tick of the clock. By the time the red needle reached the fifty-second mark, half the class was leaning out of their seats, ready to rush the small wooden door.

5...4...3...2...1…

"Gwendolyn." The bell chimed their final dismissal of the school year, but Gwen stayed planted in her seat. Her whole class was out of the room in seconds, but her teacher kept her eyes glued to her own green pair.

"Yes, Mrs. Robins?" She asked, trying not to let her nervousness bleed through.

"I'm sure you have some exciting plans for Summer," the older woman said slowly, "but I just wanted to let you know that you've been my favorite student to teach in such a long time." Gwen felt her nerves begin to calm down, but she still wanted to leave as soon as possible. "There aren't many students that have such a love for learning as you do."

"Thank you, Mrs. Robins, but I don't deserve all this praise." Or this obstruction of my time, she thinks inwardly.

"Don't be so modest. I'm sure you'll learn great things in the East Wing."

The academy is split between the East and West Wings with grades K through fifth being in the west and sixth through eighth in the east. Once students move to the East Wing, they hardly see their former teachers. Up until now, Gwen hadn't considered that she wouldn't get to see Mrs. Robins or any of her previous teachers as often as liked. She always thought that she would see them around since they're all in the same school, but the two wings hardly ever interact. The only times they all come together is during school assemblies, but even then, each grade is separated from each other.

Gwen felt a small pain in her heart at this thought. "I'll always remember the time I spent here." She gave her former teacher a large smile. The woman pulled her into a big hug. The school has a strict policy on physical affection, but neither one of them were going to tell anyone what had transpired there.

The older woman gave her one last farewell before ushering her out of the classroom. Gwen was shocked to see the halls were practically deserted. Aside from a few students talking by their lockers, everyone else had already left the campus.

"Oh, no!" She began to sprint down the hall, no longer caring if a teacher saw her. She silently cursed herself for losing her phone a month ago. Her mother thought it to be smart to put a GPS inside the phone if she ever lost it, but somehow that wasn't working. Meaning either the phone had been destroyed, which she heavily doubted, or someone manually turned it off.

She had grilled her cousin for weeks, but he never cracked. She knew there was no way he could figure out how to turn it off, but a little Grey Matter certainly could. She swore that if she found out that he did anything to it, she'd burn all of his Sumo Slammer cards. Either way, her parents still gave her a long lecture about responsibility and the importance of money.

She pushed open the front doors and sprinted to the beat-up RV in the corner of the parking lot. "I'm so sorry, grandpa!" She almost screamed as she pulled open the side door. "My teacher asked me to stay behind, and I know we have to pick Ben after this."

"Actually," Max let out a nervous chuckle, "I already picked up Ben. His school let the fifth graders leave early."

It took a moment for this information to process in her head. "Where's Ben?"

"You were running late, so he decided to go looking for you."

"The Doofus is running around my school!?" She was screaming now. She was about to run back into the building when she felt a chill run down her spine. She quickly turned around to see a blue cloaked figure standing behind her. She got into a fighting stance but stopped when she saw how green its eyes were. "Got another new alien?" She did her best to sound unimpressed but was still a little cautious if this wasn't her Doofus of a cousin.

The alien removed its cloak, which turned out just to be its wings and revealed the symbol of the Omnitrix on its chest. It finally spoke in a slow, breathy voice. "Call me Big Chill."

"I can't believe you let Ben run around my school looking like that!" Gwen screamed at her grandfather.

"You know how your cousin is," Max sighed loudly, "besides, Necrofriggians can become intangible, so I'm sure no one saw him flying around." Gwen felt like screaming again, but it wouldn't change anything. "In any case, you should probably change out of your uniform. Your luggage is in the back."

Having no other choice, she grabbed her suitcase and started rummaging through it to pick her outfit for the day. When she pulled out a shirt to wear, a small black brick fell to the ground. She picked it up and quickly realized it was her phone, and it had a note taped to the back.

"I found your phone. Sorry for yelling at you, love mom." She started crinkling the paper in her hand out of anger. "BEN!" The blue bug flinched at hearing his name and wrapped himself tighter in his cloak. "What is this?" She shoved the paper in his face.

"It looks like a note from your mom." He said dryly.

"Really? Then tell me why it's written on the back of your math homework!" She turned the paper around to show the division problems that she was sure he got wrong. The handwriting alone gave it away, but the fact that he didn't even try to use a clean sheet of paper was just adding insult to injury.

The alien started backing away, debating heavily between fight or flight, but the red beeping on his chest decided for him. The bright flash of red revealed the eleven-year-old boy who had nowhere left to run.

"So maybe I found your phone laying around and didn't want you to get mad at me." She gave him another death glare. "Or I might have borrowed it and didn't tell you…"

"And why would you need to borrow my phone when you have your own!?" She screamed, causing her cousin to back up farther. He looked up to his grandfather for some kind of help, but Max had kept his focus on the road, knowing that the two would be able to sort out whatever disagreement they were having.

Ben decided that he had no other choice, but to be honest with her. He snatched the phone from her hand and started pressing random buttons. Gwen was about to tackle him but stopped when the phone's blue screen changed to green.

"I needed time to work on it, and I couldn't do that without your parents questioning what happened. Between switching from Grey Matter and Upgrade and searching for stuff as XLR8, I needed more time."

"Why didn't you just tell me?" She blurted out, feeling more than a little hurt.

"I know how hard it is for you to lie to your parents, so I kept it secret. It's not like this is the first time you've been angry at me for a month straight." Ben opened the phone back up and showed her a secret menu. "If you type in '0624', you'll enter the Omnitrix mode."

"Why'd you pick that number?" She asked, trying to think of anything significant to that number.

"That's the day you became a real hero." He said shyly. "June 24th was when you first became Lucky Girl. My code is '0530' since that's the night I got the Omnitrix." He pulled out his phone and typed it in, turning his screen green as well. "And if you type my number while you're in this mode," he quickly typed it in, "you can call or text me without needing to use our parents' phone company. I even linked the GPS to a plumber satellite so we can track each other anywhere on Earth."

This was all very impressive even for the Doofus, and it explains why the GPS had been disabled. There was one thing that bothered her, though. "You know you're not supposed to use the watch unless it's for an emergency." She spat out, but it was more for show than anything else. In all actuality, she wanted to congratulate him on pulling off such a feat, but she didn't want to give him any reason to brag, especially after getting her in so much trouble.

"Grandpa was all for it." He said casually. "How do you think I got access to the plumber satellite. And besides, his phone is linked up too." He typed in another code, '1016.' October 16th. Something about that day left an itch in the back of her head.

"Did Grandpa pick that one?" She asked, trying to remember the significance to that day.

"He did," Ben said, feeling a little uncomfortable, "he said it was his call to action. Whatever that means."

Gwen looked up at her grandfather, who had been ignoring their conversation. She wanted to know what that day was but figured she wouldn't get a straight answer out of him. He was open with them about a lot of things, but he still had his secrets, and she could bet that he'd take some of those to his grave if he could.

She took her phone back and went back to the back of the Rust Bucket without another word. That itch remained even after she finished changing and made their way out of town. Ben continued to show her the features he installed on their phones, and they also went to a nice restaurant for dinner. Everything was gearing up to be a peaceful Summer, but nothing can ever be that peaceful for the Tennysons.

They were rudely awoken in the middle of the night by a couple of thugs. Max gave them a fair warning to leave, but Ben was already grumpy from being woken up that he didn't hesitate to go Four-Arms when they refused to leave. She felt bad because she knew their type. They weren't bad people in her book, but her mother would say otherwise. Drug addicts that would do anything to get their next fix. Compared to the actual criminals they faced all Summer, she didn't even want to fight them.

She thought back to the beginning of the school year when her Sensai criticized her for being too violent. Bad guys or not, these are still real people that feel real pain. Not everyone they will meet is some crazy lunatic bent out for world domination. Some are poor souls that have no other choice but to rely on illegal activities to get by.

Looking back at the two men running away from the big scary alien, she could tell that they weren't that much older than the high school kids she'd see around town. What they need is serious help from professionals, not to have their butts kicked by a couple of kids playing hero.

Max laid back down on his cot and Ben, unable to get back onto the top bunk, laid on the floor. Neither of them even stopped to think about what they just did. How is she going to spend all Summer like this? They live in two different worlds—the normal life in Bellwood where nothing ever happens. Then there's the exciting world of magic and aliens that they only get to experience during the Summer. But sooner or later, these two worlds will blur together, and she'll have to decide which one matters more.

* * *

**AN: Hey sorry for not updating for almost 2 months. Again. Between work and my personal life I never have time to just sit down and write anymore. Hopefully I can start getting into the flow with all this again but I can't promise anything with how finicky my upload schedule is. Things are starting to get real interesting soon and I can't wait to get into it!**


	14. Chapter 14

July 7, 2009

The Appalachian Mountains, VA; 11:46 pm

The shadowy creature grabbed the last of the Dittos and crushed them together. Ben felt the last of his strength leaving him as the symbol on his forehead began to flash red. The cave walls illuminated from the crimson hue for just a second before fading back to a pitch black. The moonlight peeking through the hole in the rocky ceiling allowed minimal aid for the eleven-year-old boy. The ghostly pale face of a woman appeared from the dark figure. With nowhere left to go, Ben looked into the specter's soulless eyes.

"You came even though you knew you'd fail." It came as a whisper, but it echoed loudly throughout her chambers. "So young. So ignorant."

"Give me back my grandpa!" He screamed, feeling the fire inside him grow. The woman's cold gaze pierced through him. She had been feeding off of the older man for half the day, but she was still hungry for more.

"Those eyes are just like your grandfather's." A look of confusion plastered his face. "Oh, not the color, of course. No, no, no, it's nothing so trivial." She brought her bony hand barely covered in flesh to his face. "No, these are the eyes of a killer." He bit at her thumb, tearing the skin causing black ooze to leak onto the rocky floor.

"I'm not a killer." He said with a fierce look. "I've never killed anyone!" She inhaled deeply; the wound began to close and form new flesh. She looked into the boy's eyes and smiled.

"You've never killed any humans, but you're still a killer. How many alien lives have you slaughtered in your journey to be the hero? You were ready to end the entire universe for the girl you love. You're a cold-blooded murderer with delusions of grandeur."

"You're a liar!" He screamed. He continued to scream and kick until his throat was sore and his legs were sore. When he finally looked back up, the woman seemed more lively. More of her figure has formed from the dark mist. Her torse was now exposed only covered by her long black hair. Under normal circumstances, he would be freaking out about having a naked old lady in front of him, but his mind was racing at a mile a minute. "I don't love Gwen…" It came out in a whisper, but it was enough for the creature.

"Of course you love her." She said in a whisper. "She's everything you could ever want. At least she used to be." Ben looked deep into the void that formed her irises. "Why would you love a girl that doesn't even want to be a hero?" Ben started to struggle again. "She never wanted this life, Benjamin. If it weren't for you, she would be at Bancroft Academy living happily with all the other elites."

"You're wrong…"

"Am I? Do you think she's happier with you?" The woman pulled his face to look at her. Her full form was now exposed. Minutes ago, she looked like a witch from the wizard of oz. Now, she looked like something out of the dirty magazines' Cash and JT would bring to school. "You need to face the truth, child. She will never love you."

* * *

Eight hours earlier

The Rust Bucket has broken down again. Max decided that camping in the mountains was just what the Tennysons needed, but now they were hours away from the closest town. Ben offered to run into town and pick up anything they needed, but Max insisted that he could take care of his old girl.

With the RV out of commission and nothin to do, Ben went into the woods to have some alien fun. Gwen, reluctantly, followed behind to make sure he didn't cause another invasion or discover some terrorist group trying to bring about America's downfall. They've been lucky to only stumble upon the usual bank robbery or car chase. Nothing Ben couldn't handle, and if needed, she only had to use a little bit of karate to protect herself.

A flash of green was her cue to speed up and find out what kind of trouble the Doofus was causing, but it wasn't hard to find. A few yards away stood a giant orange ball revving up to go down the steep hillside.

"I knew you were stupid, but this is just plain crazy!" She screamed, hoping to get him to see reason. To no surprise, he didn't. Using a slanted rock as a makeshift ramp, the giant bowling ball like alien flew off the side of the mountain. With a wave of panic washing over her, Gwen rushed to see if he caused any serious harm to himself or others. Thankfully, she found that he cannonballed straight into a small lake. The smash was giant. It looked like a geyser erupting or one of those fountains they saw in Las Vegas. She was flipping through dozens of different insults to throw his way for scaring her, but everything stopped when she realized that he hasn't come back up for air. With her panic renewed, she half haphazardly covered herself with the mana skin before swan diving after him.

The water was ice cold compared to the hot July heat. The mana helped cushion the impact, but she still felt some of the air escape. She began to swim to the surface for some fresh air before continuing her search. Forcing her way to the lake bed, she found a crater leading to a tunnel. The tunnel wasn't very long, but it seemed to lead to a cave underneath the lake bed. Lifting herself out of the water, Gwen made her way through the dark cave using her cell phone to light the way mentally thanking Ben for making them waterproof before plotting his demise.

After what felt like an eternity, she found the giant rolly polly standing over a box made from rock. It looked like he was deep in thought, probably debating on whether he should open the box or not. Before she could tell him how stupid of an idea it was, the Doofus opened it anyways. They both stood motionless, waiting for some trap or monster to attack. When nothing happened, they both released the breaths they were holding.

"Aside from being the biggest Doofus, the universe has ever seen, what the heck is wrong with you!?" Her angry question sounded five times louder, echoing throughout the cave. "You go and pull that crazy stunt, and now you're opening who knows what in a cave that probably hasn't seen human contact in centuries. What would you have done if that ended up being Pandora's box or something!?"

"Would you relax?" Ben said none too concerned about the prospect of some new world-ending event. "Can you bring the light over so we can check out what's inside here?"

Curiosity had gotten the best of her. She did her best to look annoyed as she brought the light over the open container. To both of their disappointment, it was empty.

"Who puts a mysterious box under a lake just to leave it empty!?" Ben yelled, not even hiding his annoyance. Gwen wanted to give him some smart-aleck response but felt a chill go up her spine. She chalked it up to her soaking wet clothes but still didn't want to take any chances.

"Come on, Ben. Grandpa is probably getting worried."

"Not gonna happen," Ben said, still annoyed. "I don't think I'll be able to swim back through that tunnel."

"Then what are we going to do? It's not like there's another way out of this place."

"Relax, after the watch recharges, I'll go Ripjaws and take both us back through in no time." Gwen didn't like the idea of waiting in a dark cave for an hour, but she hated the idea of leaving Ben alone in here for an hour a lot more. Another chill caused her to start shivering. Noticing this, Ben picked her up and curled up into a ball. She started gagging and complained about being soaked up in his stench. "You're soaking wet, and unless you want to catch a cold, you should just suck it up and accept my warmth." She had to admit that he was pretty warm but was finding difficulty breathing.

"Can you just hold me instead?" She asked shyly. "I can't breathe like this." Coming to a compromise, the two sat with Gwen on top of him. She was thankful for how dark it was since Ben would be unable to see how embarrassing this position was for her.

Another chill caught her attention. She was so warm, but she felt like something had touched her. She rubbed Cannonbolt's large hands to make sure they were still wrapped around her waist. Another chill. This time she was convinced that they weren't alone. She swiped at the air in front of her and went through something thick like it was underwater or in a cloud. Ben, realizing what's going on, lets her go and gets ready for a fight.

Gwen pulled out her phone and tried to make out anything in the darkness of the cave. After frantically waving her phone around, she found a dark spot that wouldn't light up. Noticing the cloudy haze, Ben revved up and rushed creature. Before he could make an impact, he was thrown to the ceiling breaking through the cave roof and letting in the bright sunlight.

She shielded her eyes from the bright light, but when she opened them, she was face to face with the creature. A skull emerged from the shadowy mist and seemed to be searching for something within her. A bony hand began to reach for her face.

She was motionless as the skeletal creature examed her. Her heart felt like it would leap out of her chest, and her mouth was as dry as the Mojave. Not even her thought could process what was going on as it seemed to be going too fast for her to think.

"Move!" A loud voice followed by a crash brought her out of her senses. Diving to the side, she watched the giant orange ball crash into the wall where she had previously been. But the creature was no longer there either. Searching the cave, she found it standing in the sunlight looking to the sky. "Get it together, Dweeb!" Ben yelled. "Fight, use some magic, do something! We don't know what that thing is, but we can't let it escape."

"She can't, Benjamin." A soft yet loud voice rang throughout the room. "She no longer can control her magic." The two looked at the creature, which was now looking directly at Gwen.

"What's it talking about?" Ben asked with deep concern. Gwen stayed quiet. "How long!?"

"Since September… maybe earlier than that…" She lowered her head in shame. Ben felt a pain run through his chest, but knew now wasn't the time for this.

"Magic or not, you're still a hero." He said, trying to cheer her up.

"But she's not. She doesn't want to be a hero." The creature said calmly. Ben looked to his cousin again, who refused to raise her head. Tried of listening, he rolled at the shadowing figure. Again, he was thrown into the air out of the cave. "You're so smart, Gwendolyn." The creature began, "yet so naive. Maybe your grandfather would be able to satisfy my hunger." The creature flew through the hole, leaving her all alone.

It took her close to an hour to find her way back to the Rust Bucket. The sun was starting to set, and she felt exhausted running around in soaking wet clothes. Throwing the side door open, she searched for her grandpa and cousin. "Ben! Grandpa!" She screamed repeatedly, but to no avail, neither were anywhere to be found. She brought out her phone and searched for their locations. Max was back towards the lake while Ben's was a little up the road.

Ben was unconscious on the roadside. Gwen struggled to carry him back to the RV and set him down in her bed. None of his injuries were too serious, but she did her best to clean any cuts and bruises she found and let him rest. Not sure of what else to do, she took a shower, changed into dry clothes, and waited for the hero to wake up.

* * *

It was almost nine by the time Ben woke up. His head was pounding like a jackhammer, and his muscled ached. He wasn't used to having to fight when he wasn't in an alien form, and his body was suffering because of it. He stumbled out of bed, landing hard with a loud thump. His cousin rushed over to help, but he rejected it.

"When were you going to tell me?" Ben asked, trying to clear the fog lingering in his head. "I thought you wanted to be a hero too!?"

"I do… I mean, I did…" She avoided looking at him, knowing it would be too much for her. "Ever since we got home… it's just not the same." She backed herself into a corner and slid down, bring her knees to her chest. "We're just kids, Ben. How can we decide who the bad guys are?"

"What are you talking about!? Kevin. Hex. Animo. Vilgax! Can you really say that we were wrong about them being the bad guys?"

"What about the ones with the broken femurs? Those who've been sent to the hospital with collapsed lungs, internal bleeding, second and third-degree burns? Does robbing a bank or stealing a car justify having permanent damage done onto them?"

Neither said another word after that. The interior of the RV was dead silent save for the dull hum of Gwen's laptop. Ben stood up and grabbed his phone. Quickly punching in the code, he brought up their grandfather's GPS. It hadn't moved since Gwen checked earlier that day. Not wanting to waste any more time, Ben made his way for the door, but Gwen stopped him.

"She's a mind reader." She said quickly. "She's read both of our thoughts and is probably getting everything she can out of grandpa."

"Who is she?"

"I got a hold of Wes. He didn't have a lot of info about her, but she can only read the mind of one person at a time. He's on his way, so we have to wait here.

"How long?"

"'Til tomorrow morning…"

"So we just sit on our butts while grandpa gets his brain fried!? Screw that!"

"Ben!"

"No! If you don't want to go save him, then I'll do it myself." Ben pulled the girl off him and ran into the forest. Back at the RV, Gwen felt a single tear fall before she continued with her plan.

* * *

It was a long walk back to the hole Cannonbolt had made. It would have been faster to go XLR8 or Stinkfly, but he had a plan, and he needed all the time in that form to do it. The cave was pitch black, but the GPS said he was right on top of Max's location. With a quick selection and a flash of green, Ben turned into Ditto and started splitting apart, forming a ladder down into the cave.

It didn't take long for the Dittos to get to the bottom, but they felt like they were being watched. Something was moving in the darkness, watching their decent. "I know you're in here!" One of the Dittos spoke. "Come on out!" Screamed another.

"You've come knowing what I am capable of." The voice was a whisper and a shout all at the same time. The shadow creature moved into the moonlight. The skeletal form had grown skin and now looked like an old woman. Her eyes, however, remained as dark and empty as the cave they were in.

The Dittos began to charge at her, but she threw them around, never taking her eyes off of the original Ditto. The connected nerves sent pain throughout the clones, but they continued to charge at her only to start getting slammed back together.

"You may all have individual wills," the woman began, "but you all share a singular subconscious." This wasn't going to go as he had planned.

Up above, Gwen watched the fight. She recalls her conversation with Wes. He had explained what he knew about her and how her mind reader had worked, but he wasn't able to offer much. This creature was old, much older than anything he knew of. But, he did have a way to stop it.

There were hundreds of different rituals to trap spirits, and the most effective could only be done on a full moon with powerful magic. Luckily tonight was a full moon, and this would be her only chance to trap this creature. Searching deep within her, she searched for the source of her mana and began the ritual.

She wasn't able to hear what the two were talking about, but it was clear that Ben was losing the fight. She felt her chest ache to see him in so much pain, and she wanted to go down and help him, but she had to complete the ritual if she wanted to save her family.

Below, Ben having an internal battle. The woman was accusing him of being a killer. He tried to deny it, but he knew the truth. He has killed and hurt so many people, just like Gwen had said. But it was all in the name of good. Right?

He was a hero, and heroes did what they had to if it was for the greater good. A memory of an older version of himself itched at the back of his head. A version that didn't care about anything except taking out the bad guys. Even going as far as tearing apart the biggest bag guy out there. Gwendolyn brought them to the future to stop that from happening, but he was still on the path to become that man. He felt it back on Xenon when he was ready to destroy the universe after losing Gwen.

Gwen.

He had denied her the most because he knew with absolute certainty that he loved Gwen Tennyson. He doesn't know when it started, but he knows that it all started last Summer. But he also knew that he couldn't be with her. They were cousins, and there was nothing that they could do to change that. And now that he knows she doesn't love him why bother chasing after her.

"You're right." Ben stopped struggling and looked up at the woman. "I'm in love with Gwen." The shadows holding him in place began to loosen their grip. "I'm a killer." The shadows have no completely retracted, leaving the woman's bare body in front of him. "But, I'm also a hero!"

A bright light struck down onto the woman burning away her flesh. She didn't scream, just continued to stare at him. Gwen flew down on a blue disk and pulled her cousin away.

"Your grandfather is within my coffin." The woman said, having almost all of her flesh burned away. Not wasting time, Gwen ran over and started pushing the large stone lid.

"You were wrong," Ben said, looking deeply into the abyss of her eyes, "she is still a hero."

"I was wrong, hero." The woman gave him a soft half-smile as the rest of her skin was burned to leave the skeleton on full display. "But not about that." Ben's blood started to turn cold. "She does love you. She just hasn't realized it yet."

"Ben!" Snapped out of his daze, he looks back at his cousin. "We have to get Grandpa out of here, or else he will be trapped with her!" At that moment, the dial on his wrist turned green, and he quickly changes into Four Arms.

Within seconds, the lid was off, and he had both Max and Gwen in his arms jumping out of the cave. He gave a quick look down at the skeleton as it turned to dust and flew into the stone coffin having the lid seal itself.

When they got back to the Rust Bucket, Gwen quickly got to work taking care of their grandfather. Just like she had said, Wes was there with a team of plumbers to extract the coffin and lock it away. They got a truck to tow them back into town so someone could give the old girl a proper tune-up while Max continued to rest. The entire time Gwen led the operation and signed all the reports. Under normal circumstances, this would never be allowed, but the Tennysons were anything but normal. All the while, though, Ben continued to think about what the creature had said.

Ben loved Gwen. And Gwen loved him too.

* * *

**AN: So usual apologize for not updating sooner but hey this is the longest chapter I've done. I was heavily debating ending at the 2000 words mark but it didn't feel right breaking this into a two-parter. The next chapter won't be as long and intense as this one but I hope that you're enjoying the story. I'm not giving up on this so keep an eye out for the next chapter!**


End file.
